Preliminary International Offering Memorandum Following This Notice, Whether Received by Email Or Otherwise Received As a Result of Electronic Communication

NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN

IMPORTANT NOTICE

NOT FOR DISTRIBUTION TO ANY PERSON OR ADDRESS IN THE UNITED STATES OF AMERICA

IMPORTANT: You must read the following before continuing. The following applies to the Preliminary International Offering Memorandum following this notice, whether received by email or otherwise received as a result of electronic communication. You are therefore advised to read this carefully before reading, accessing or making any other use of the Preliminary International Offering Memorandum. In accessing the Preliminary International Offering Memorandum, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, any time you receive any information from the Joint Global Coordinators and Joint Bookrunners (as defined below) or Roche Bobois S.A. (the “Company”) as a result of such access.

NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OF AMERICA OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES DESCRIBED IN THE ATTACHED PRELIMINARY INTERNATIONAL OFFERING MEMORANDUM HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OF AMERICA, SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OF AMERICA, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE LAWS OF OTHER JURISDICTIONS.

THE DISTRIBUTION OF THE ATTACHED DOCUMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW AND PERSONS INTO WHOSE POSSESSION THE DOCUMENT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, ANY SUCH RESTRICTIONS. BY ACCEPTING THIS EMAIL, YOU AGREE TO BE BOUND BY THE FOREGOING LIMITATIONS.

THE PRELIMINARY INTERNATIONAL OFFERING MEMORANDUM HAS BEEN PREPARED IN CONNECTION WITH THE PROPOSED OFFER AND SALE OF THE SECURITIES DESCRIBED HEREIN. THE FOLLOWING PRELIMINARY INTERNATIONAL OFFERING MEMORANDUM AND ITS CONTENTS ARE PROVIDED TO YOU SOLELY FOR YOUR INFORMATION, ARE CONFIDENTIAL AND MAY NOT BE REPRODUCED, FORWARDED, DISTRIBUTED OR PASSED ON (ELECTRONICALLY OR OTHERWISE) IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO ANY OTHER PERSON AND, IN PARTICULAR, MAY NOT BE FORWARDED TO ANY ADDRESS IN THE UNITED STATES OF AMERICA. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORIZED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED HEREIN.

Confirmation of your Representation: In order to be eligible to view this Preliminary International Offering Memorandum or make an investment decision with respect to the securities described in the attached Preliminary International Offering Memorandum, investors must be outside the United States of America (in compliance with Regulation S under the Securities Act); provided that any investor resident in a Member State of the European Economic Area must be a qualified investor (within the meaning of Article 2(1)(e) of Directive 2003/71/EC and any relevant implementing measure in each Member State of the European Economic Area). This Preliminary International Offering Memorandum is being sent at your request and by accepting the e-mail and accessing this Preliminary International Offering Memorandum, you shall be deemed to have represented to the Company that (1) you and any customers you represent are outside the United States of America (in compliance with Regulation S under the U.S. Securities Act) and that the e-mail address that you gave the Company and to which this Preliminary International Offering Memorandum has been delivered is not located in the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America or the District of Columbia, and that the e-mail to which the Preliminary International Offering Memorandum is attached is not being accessed in any of the foregoing (and if you are resident in a Member State of the European Economic Area, you are a qualified investor) and (2) you consent to delivery of such Preliminary International Offering Memorandum by electronic transmission.

You are reminded that this Preliminary International Offering Memorandum has been delivered to you on the basis that you are a person into whose possession this Preliminary International Offering Memorandum may be lawfully delivered

NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorized to, deliver this Preliminary International Offering Memorandum to any other person.

The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and Portzamparc Groupe BNP Paribas or Oddo BHF SCA (the “Joint Global Coordinators and Joint Bookrunners”) or any affiliate of the Joint Global Coordinators and Joint Bookrunners is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the Joint Global Coordinators and Joint Bookrunners or such affiliate on behalf of the Company in such jurisdiction.

The information in this Preliminary International Offering Memorandum is preliminary and will be supplemented by a pricing supplement which will contain additional information, including, among other matters, the final price per share and the number of shares to be sold.

This Preliminary International Offering Memorandum has not been approved by an authorized person in the United Kingdom and is for distribution only to persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”), (ii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Promotion Order, (iii) are outside the United Kingdom or (iv) are persons to whom an invitation or inducement to engage in investment activity within the meaning of section 21 of the Financial Services and Markets Act 2000 (the “FSMA”) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). The Preliminary International Offering Memorandum is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which the Preliminary International Offering Memorandum relates is available only to relevant persons and will be engaged in only with relevant persons. No person may communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or sale of the securities other than in circumstances in which Section 21(1) of the FSMA does not apply to the Company.

This Preliminary International Offering Memorandum has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Company, the Joint Global Coordinators and Joint Bookrunners or any person who controls any Joint Lead Manager and Joint Bookrunner, or any of their respective directors, officers, employees or agents or affiliates of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Preliminary International Offering Memorandum distributed to you in electronic format and the hard copy version.

You are responsible for protecting yourself against viruses and other destructive items. Your use of this document is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature.

NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN

CONFIDENTIAL

PRELIMINARY INTERNATIONAL OFFERING MEMORANDUM DATED JUNE 27, 2018

Up to 1,135,649 Shares

This global offering is part of an offering of up to 1,135,649 existing ordinary shares with a par value of €5 each, of Roche Bobois S.A., a French société anonyme , whose registered office is located at 18, rue de Lyon, 75012 Paris, France and registered with the trade and companies registry of Paris under number 493 229 280 (“Roche Bobois” or the “Company”). The offering of up to 1,135,649 shares (the “Offering”) sold by existing shareholders of the Company includes a public offering in France (the “French Public Offering”) and this global offering, which is a private placement mainly to certain institutional investors inside and outside France, with the exception of the United States of America, Canada, Australia and Japan (the “International Offering”).

The French Public Offering is being made pursuant to a separate offering document prepared in accordance with French regulations. This Preliminary International Offering Memorandum (the “International Offering Memorandum”) relates only to the International Offering.

It is currently proposed that the offering price will be between €19.75 and €24.30 per share. This price range is indicative only and is subject to change. The offering price for the shares sold in the French Public Offering and the International Offering will be identical.

The Chouchan family (through Familiale J-E.L.C. and Mr. Jean-Eric Chouchan) and TXR S.r.l., existing shareholders of the Company (hereinafter referred as the “Selling Shareholders”), are initially offering 987,521 existing ordinary shares.

In addition, the Selling Shareholders and Société Immobilière Roche SIR (another existing shareholder of the Company) have granted to Portzamparc Groupe BNP Paribas (the “Stabilizing Agent”), on behalf of the Joint Global Coordinators and Joint Bookrunners an option to acquire at the offering price up to an additional 15% of the total number of shares sold in the Offering, i.e., up to an additional 148,128 existing ordinary shares (the “Overallotment Option”). This option is granted solely for the purpose of covering over-allotments and stabilization activities, if any, and will be exercisable in whole or in part, on one occasion, during the 30 calendar days from the date of publication of the offering price, i.e., according to the indicative timetable, from July, 6, 2018 (included). If the Overallotment Option is exercised in full, up to 1,135,649 existing shares will be offered.

Prior to the Offering, there has been no public market for the shares. From July 9, 2018 until the date of the settlement-delivery of the existing shares sold in the Offering (included), which should occur on July 10, 2018 according to the indicative timetable, the trading will be carried out as provided by Article L. 228-10 of the French Commercial Code on a single quotation line labeled “ROCHE BOBOIS PROM”. Roche Bobois has applied to have all its shares listed on the regulated market of Euronext in Paris (Compartment B), as of July 6, 2018 under the label “ROCHE BOBOIS”. The shares will not be listed on any other stock exchange.

Investing in the shares involves risks. See “Risk factors” in Section 2 of the English translation of the securities note (Note d’opération) included herein as Annex A and in Section 4 of the English translation of the registration document (Document de base) included herein as Annex B, for a discussion of important factors to be considered in connection with an investment in the shares. Investors are advised to carefully read this International Offering Memorandum in its entirety, including the Annexes hereto.

Offering price range: €19.75 to €24.30 per share

The information in this International Offering Memorandum is preliminary and will be supplemented by a pricing supplement which will contain additional information about the Offering, including, among other matters, the final price per share offered hereby and the number of shares to be sold in the French Public Offering and the International Offering.

Roche Bobois’s shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. Accordingly, Roche Bobois’s shares may not be offered or sold absent registration under or an applicable exemption from the registration requirements of the Securities Act. Roche Bobois’s shares are being offered or sold only outside the United States of America, in accordance with Regulation S under the Securities Act. See “Important Information about Jurisdictional and Selling Restrictions” in this International Offering Memorandum and paragraph 5.2.1 of the English translation of the securities note (Note d’opération) included herein as Annex A for additional information about eligible investors and transfer restrictions.

Delivery of the shares is expected to occur on or about July 10, 2018.

This International Offering Memorandum does not constitute an offer to sell or subscribe nor a solicitation to purchase or subscribe for securities in any countries where such offer or solicitation is not permitted.

Joint Global Coordinators and Joint Bookrunners

NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN

IMPORTANT INFORMATION ABOUT THIS INTERNATIONAL OFFERING MEMORANDUM

This International Offering Memorandum is confidential and is being furnished solely for the purpose of enabling a prospective investor to consider whether to acquire shares as described herein. Any reproduction or distribution of this International Offering Memorandum, in whole or in part, and any disclosure of its contents or use of any information herein for any purpose other than considering an investment in the shares is prohibited. Each person, by accepting delivery of this International Offering Memorandum, agrees to the foregoing.

In making your investment decision, you should rely only on the information contained in this International Offering Memorandum as supplemented by the pricing supplement or to which the Company has referred you. Roche Bobois has not authorized anyone to provide you with information other than what is contained in this International Offering Memorandum. You should not assume that the information in this International Offering Memorandum is accurate as of any date other than the date on the front cover of this International Offering Memorandum. The Company’s business, financial condition, results of operations and prospects may have changed since such date.

Neither the Company nor the Joint Global Coordinators and Joint Bookrunners are making any representation to you regarding the legality of an investment in the shares by you under appropriate legal investment or similar laws. You should not construe the contents of this International Offering Memorandum as investment, business, legal, tax or other advice. You should consult your own counsel, accountants and other advisors as to investment, business, legal, tax, financial and related aspects of an acquisition of the shares. You are responsible for conducting your own investigation and analysis regarding the Company and assessment of the merits and risks of investing in the shares.

Roche Bobois’s shares have not been and will not be registered under the Securities Act, or under the laws of any state or other jurisdiction within the United States of America. Roche Bobois’s shares may not be offered or sold within the United States of America except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable state securities laws. Accordingly, no offer is being made in the United States of America and this document does not constitute an offer, or an invitation to apply for, or an offer, or invitation to subscribe for, or acquire Roche Bobois’s shares in the United States of America. The shares are only being offered outside the United States of America in offshore transactions (as defined in Regulation S) in accordance with Regulation S under the Securities Act, and are not being offered or sold, directly or indirectly, within the United States of America. See “Important Information about Jurisdictional and Selling Restrictions” below.

The information contained in this International Offering Memorandum has been furnished by Roche Bobois and other sources it believes to be reliable. This International Offering Memorandum is being furnished by the Company solely for the purpose of enabling a prospective institutional investor to consider the acquisition of Roche Bobois’s shares in the International Offering described herein. No representation or warranty, express or implied, is made by the Joint Global Coordinators and Joint Bookrunners or any of their affiliates or selling agents as to the accuracy or completeness of the information contained in this International Offering Memorandum, and nothing contained in this International Offering Memorandum is, or shall be relied upon as, a promise or representation, whether as to the past or the future.

No person has been authorized to give any information or to make any representations in connection with the offering or sale of Roche Bobois’s shares other than those contained in this International Offering Memorandum, and, if given or made, such information or representations must not be relied upon as having been authorized by the Company, the Joint Global Coordinators and Joint Bookrunners, any of their affiliates or any other person. The information contained in this International Offering Memorandum is provided as of the date hereof. Neither the delivery of this International Offering Memorandum at any time nor any subsequent commitment to acquire the relevant shares shall, under any circumstances, create any implication that there has been no change in the Company’s business since the date of this International Offering Memorandum.

The distribution of this International Offering Memorandum and the offer of the shares in certain jurisdictions may be restricted by law. Persons receiving this International Offering Memorandum are required by the Company and the Joint Global Coordinators and Joint Bookrunners to inform themselves about, and to observe, any such restrictions. This International Offering Memorandum constitutes neither an offer of, nor an invitation to acquire the relevant shares in any jurisdiction in which such an offer or invitation would be unlawful. No action has been taken in any jurisdiction other than France that could permit a public offering of the shares, or

NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN

the circulation or distribution of this International Offering Memorandum or any other offering material, where action for such purpose is required.

This International Offering Memorandum contains a non-official English translation of portions of the French Prospectus (as defined under “Important Information about Jurisdictional and Selling Restrictions — Notice to Prospective Investors in France”). In the event of any inconsistencies between statements contained in the translation and the portions of the text that have been translated herein, the text of the French Prospectus shall be considered authoritative. Neither the Company, nor either of the Joint Global Coordinators and Joint Bookrunners assume any liability with respect to the free translation of the portions of the French Prospectus included in this International Offering Memorandum.

The Selling Shareholders reserve the right to withdraw the Offering at any time and the Selling Shareholders and the Joint Global Coordinators and Joint Bookrunners reserve the right to reject any offer to acquire, in whole or in part, for any reason, or to sellless than all of the shares offered hereby.

STABILIZATION

IN CONNECTION WITH THIS OFFERING, PORTZAMPARC GROUPE BNP PARIBAS (OR ANY ENTITY ACTING ON ITS BEHALF), ACTING AS A STABILIZING AGENT IN THE NAME OF AND ON BEHALF OF THE JOINT GLOBAL COORDINATORS AND JOINT BOOKRUNNERS, MAY (BUT IS NOT OBLIGED TO) UNDERTAKE STABILIZATION TRANSACTIONS IN COMPLIANCE WITH APPLICABLE LAW AND REGULATIONS, IN PARTICULAR, THE PROVISION OF EU REGULATION N°596/2014 OF 16 APRIL 2014 REGARDING MARKET ABUSE AND ITS EU DELEGATED REGULATION N°2016/1052 OF 8 MARS 2016 (THE “EU DELEGATED REGULATION”). THERE IS NO GUARANTEE THAT ANY SUCH STABILIZATION MEASURES WILL BE INITIATED AND IN THE EVENT THAT STABILIZATION MEASURES ARE INITIATED, THEY MAY BE DISCONTINUED AT ANY TIME WITHOUT PRIOR NOTICE. THE PURPOSE OF THE STABILIZING TRANSACTIONS IS TO STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SHARES. SUCH TRANSACTIONS MAY AFFECT THE MARKET PRICE OF THE SHARES AND MAY RESULT IN A PRICE OF THE SHARES THAT IS HIGHER THAN THE PRICE THAT OTHERWISE MIGHT PREVAIL. IN THE EVENT THAT STABILIZATION MEASURES ARE INITIATED, THEY MAY BE CARRIED OUT OVER FOR UP TO 30 CALENDAR DAYS FROM THE DATE OF FIXATION OF THE OFFERING PRICE, I.E., ACCORDING TO THE INDICATIVE TIMETABLE, FROM JULY 6, 2018 UNTIL (AND INCLUDING) AUGUST 6, 2018. THE RELEVANT MARKET AUTHORITIES AND INVESTORS WILL BE INFORMED BY THE STABILIZING AGENT IN ACCORDANCE WITH ARTICLE 6 OF THE EU DELEGATED REGULATION.

IMPORTANT INFORMATION ABOUT JURISDICTIONAL AND SELLING RESTRICTIONS

General The distribution of this International Offering Memorandum and the offer and sale of the shares in certain jurisdictions may be restricted by law. Roche Bobois and the Joint Global Coordinators and Joint Bookrunners require that persons into whose possession this International Offering Memorandum comes inform themselves about and observe any such restrictions. No offer or sale of shares may be made in any jurisdiction except in compliance with the applicable laws thereof. The shares are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and applicable securities laws. This International Offering Memorandum does not constitute an offer of, or an invitation to subscribe or acquire, shares in any jurisdiction in which such offer or invitation would be unlawful. You should be aware that you may be required to bear the financial risks of this investment for an indefinite period of time.

No action has been taken in any jurisdiction by Roche Bobois or the Joint Global Coordinators and Joint Bookrunners that would permit a public offering of the shares offered hereby, other than in France. The French

NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN

Public Offering is being made pursuant to a separate offering document prepared in accordance with French regulations. See “Notice to Prospective Investors in France”. This International Offering Memorandum relates only to the International Offering.

For additional information about the restrictions applicable to the Offering, see paragraph 5.2.1 of the English translation of the securities note (Note d’opération) included herein as Annex A.

Notice to Prospective Investors in France This International Offering Memorandum has not been and will not be submitted to the clearance procedures of the French Autorité des marchés financiers (the “AMF”), and accordingly may not be distributed to the public in France or used in connection with any offer to purchase or sell any of the shares to the public in France. For the purpose of the offering in France, a prospectus, which received visa no. 18.257 dated June 22, 2018 from the AMF (the “French Prospectus”), in the French language has been prepared (consisting of (i) a registration document (Document de base), which was registered by the AMF on June 4, 2018 under no. I.18-046 and (ii) a securities note (Note d’opération), dated June 22, 2018, and includes sections describing certain risk factors relating to Roche Bobois and the International Offering, as well as a summary of the Company’s business). Such prospectus is the only document by which offers to acquire shares may be made to the public in France.

Notice to Prospective Investors in the European Economic Area (other than France)

No action has been taken nor will be taken to allow the Company’s shares to be offered to the public in any member state of the European Economic Area (the “Member State”) that has implemented the Prospectus Directive (other than in France) where a prospectus may be required to be published in such Member State, except that the shares may be offered in such Member States:

(i) to qualified investors, as defined in the Prospectus Directive;

(ii) to fewer than 150 individuals or legal entities other than qualified investors (as defined in the Amending Directive) per Member State;

(iii) in any other circumstances falling under Article 3(2) of the Prospectus Directive.

For the purposes of this provision, (i) the expression an “offer of the shares to the public” in relation to any shares in any Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the shares to be offered so as to enable an investor to decide to acquire the relevant shares, as such expression may be varied in the Member State, (ii) the expression “Prospectus Directive” means the Directive 2003/71/EC of 4 November 2003, as implemented in a member state (as modified including by the Amending Directive, insofar as it has been implemented by each Member State) and (iii) the expression “Amending Directive” means the Directive 2010/73/UE of the European Parliament and of the Council of 24 November 2010.

This offering restriction applies in addition to any other offering restrictions which may be applicable in the Member States that have implemented the Prospectus Directive.

Notice to Prospective Investors in the United Kingdom This International Offering Memorandum and any other material in relation to the shares described herein is only addressed to and intended for persons who are (i) outside the United Kingdom, (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), (iii) high net worth entities and other such persons falling within Article 49(2)(a) to (d) of the Order (“high net worth companies”, “unincorporated associations”, etc.) or (iv) other persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Market Act 2000) may otherwise lawfully be communicated or caused to be communicated (all such persons in (i), (ii), (iii) and (iv) together being referred to as “Relevant Persons”). Any invitation, offer or agreement to subscribe, purchase or otherwise acquire such shares is only available to, and will only be engaged in with, Relevant Persons. The Company’s shares referred to in this International Offering Memorandum may not be offered or issued to persons in the United Kingdom other than Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents. The persons responsible for

NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN

distributing the International Offering Memorandum shall comply with the legal provisions governing its distribution.

Notice to Prospective Investors in the United States of America

The shares offered hereby have not been and will not be registered under the Securities Act, or under the securities laws of any state or other jurisdiction within the United States of America, and may not be offered or sold within the United States of America except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable state securities laws. Accordingly, no offer is being made in the United States of America and this document does not constitute an offer, or an invitation to apply for, or an offer or invitation to acquire or subscribe for any of Roche Bobois’s shares in the United States of America. The shares are only being offered outside the United States of America in offshore transactions (as defined in Regulation S under the Securities Act), in accordance with Regulation S under the Securities Act, and are not being offered or sold, directly or indirectly, within the United States of America.

Any person who acquires shares will be deemed to have represented, warranted and agreed, by accepting delivery of the International Offering Memorandum or delivery of the shares, that (1) it acknowledges that the shares offered hereby have not been and will not be registered under the Securities Act, or with any securities regulatory authority of any state of the United States of America, and may not be offered or sold within the United States of America (as defined in Regulation S); (2) such person and the person, if any, for whose account or benefit it is acquiring the shares offered hereby, was located outside the United States of America (as defined in Regulation S) at the time the buy order for the shares offered hereby was originated and continues to be located outside the United States of America and has not purchased the shares offered hereby for the account or benefit of any person in the United States of America or entered into any arrangement for the transfer of the shares offered hereby or any economic interest therein to any person in the United States of America; (3) the shares offered hereby have not been offered to such person by means of any directed selling efforts (as defined in Regulation S); (4) such person is acquiring the relevant shares in compliance with Regulation S in an offshore transaction (as defined in Regulation S); (5) if such person is acquiring any of the shares offered hereby as a fiduciary or agent for one or more accounts, it, she or he represents that it, she or he has sole investment discretion with respect to each such account and that it, she or he has full power to make the foregoing acknowledgements, representations and agreements on behalf of each such account; and (6) such person acknowledges that the Company and the Joint Global Coordinators and Joint Bookrunners and their respective affiliates and representatives will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements and undertakes promptly to notify the Company and the Joint Global Coordinators and Joint Bookrunners if, at any time prior to the purchase of the shares offered hereby, any of the foregoing ceases to be true .

Any person in the United States of America who obtains a copy of this International Offering Memorandum or any purchase order is required to disregard it.

In addition, until the expiration of 40 days after the completion of the Offering, an offer to sell or a sale of shares offered hereunder within the United States by a dealer (whether or not it is participating in this offer) may violate the registration requirements of the Securities Act.

Notice to prospective investors in Canada, Australia and Japan

The shares shall not be offered or sold, directly or indirectly, in Canada, Japan, or Australia.

INDUSTRY AND MARKET DATA

This International Offering Memorandum contains information about the markets in which the Company operates and their trends, the Company's competitors and its competitive positioning, particularly in Sections 6.1 and 6.8 of the English translation of the registration document (Document de base) included herein as Annex B. This information has been obtained mainly from market research conducted by external sources

NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN

and from the Company’s own estimates. While the Company believes such information to be reliable, it has not been independently verified, and neither the Company nor the Joint Global Coordinators and Joint Bookrunners, nor any of its or their respective representatives make any representation as to the accuracy of such information. It is also possible that the data and estimates may be inaccurate or out of date, or that the forecast trends do not occur for the same reasons as described above which could have a material adverse impact on the Company's operations, outlook, financial position, results, development or targets. Trends in the Company’s business activities may differ from the market trends described in this International Offering Memorandum. The Company, the Joint Global Coordinators and Joint Bookrunners, and any of its or their respective representatives undertake no obligation to update such information.

In addition, in many cases the Company has made statements in this International Offering Memorandum regarding its industry and position in the industry based on its estimates and experience and on its investigation of market conditions. The Company cannot assure the prospective investors that any of these assumptions are accurate or correctly reflects its position in the industry and none of its internal surveys or information has been verified by any independent sources.

DEFINITIONS

In this International Offering Memorandum:

• “€” or “euros” refer to the single currency of the member states of the European Union participating in the third stage of the economic and monetary union pursuant to the Treaty on the Functioning of the European Union, as amended and supplemented from time to time;

• “EU” refers to the European Union;

• “IFRS” refers to the International Financial Reporting Standards as adopted in the European Union; and

• all references to “Roche Bobois” and the “Company” are to Roche Bobois S.A.

PRESENTATION OF FINANCIAL INFORMATION

This International Offering Memorandum includes a free translation of the consolidated financial statements of the Company prepared in accordance with IFRS as of and for the years ended December 31, 2015, December 31, 2016 and December 31, 2017 (the “IFRS Consolidated Financial Statements”). These IFRS Consolidated Financial Statements have been provided in Section 20.1 of the English translation of the registration document (Document de base) included herein as Annex B.

Unless otherwise indicated, all financial information concerning the Group in the securities note (Note d’opération) and in chapters 3, 9 and 10 of the registration document (Document de base) as of and for the years ended December 31, 2015, 2016 and 2017 referred to in this International Offering Memorandum has been derived from the IFRS Consolidated Financial Statements.

Certain financial information in this International Offering Memorandum has been rounded and, as a result, the numerical figures shown as totals in this International Offering Memorandum may vary slightly from the exact arithmetic aggregation of the figures that precede them.

FORWARD-LOOKING STATEMENTS

This International Offering Memorandum contains forward-looking statements and information about the Company’s targets and its ongoing projects. Sometimes these forward-looking statements are indicated by the use of the future or conditional tense accompanied by words such as “believe”, “estimate”, “consider”, “aim”,

NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN

“intend”, “envisage”, “anticipate”, “expect”, “plan”, “should”, “wish”, “may” and other similar expressions. These forward-looking statements and information about targets and ongoing projects are based on data, assumptions and estimates which the Company believes to be reasonable. They may be affected by known or unknown risks and uncertainties related to the regulatory, economic, financial and competitive environment, as well as other factors that could cause the Company's future results, performance and achievements to differ materially from the outcomes described or implied by members of the Board of Directors and senior executive management. These factors include changes in general economic and commercial conditions, regulatory changes and the risks described in Section 4 “Risk factors” of the English translation of the registration document (Document de base) included herein as Annex B and in Section 2 “Risk factors” of the English translation of the securities note (Note d’opération) included herein as Annex A. In addition, other sections of this International Offering Memorandum describe additional factors that could adversely affect the Company’s results of operations, financial condition, liquidity, dividend policy and the development of the industries in which it operates. New risks can emerge from time to time, and it is not possible for the Company to predict all such risks, nor can it assess the impact of all such risks on its business or the extent to which any risks, or combination of risks and other factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, you should not rely on forward-looking statements as a prediction of actual results.

ABOUT THIS INTERNATIONAL OFFERING MEMORANDUM

This International Offering Memorandum comprises the following documents, included herein as Annex A and B, respectively:

(i) the non-certified, free English translation of the Company’s securities note (Note d’opération), the French version of which was filed with the AMF on June 22, 2018, except for:

(a) cover page: AMF visa together with related textbox and reference to copies available,

(b) summary of the Prospectus and indicative timetable: reference to the AMF visa,

(c) the reference to the completion letter of the Company’s statutory auditor in section 1.2 entitled “Statement by the person responsible for the Prospectus”, and

(d) section 5.1.1 - indicative timetable: reference to the AMF visa,

which do not constitute part of the non-certified, free English translation of the Company’s securities note (Note d’opération) included in Annex A of this International Offering Memorandum, and,

(ii) the non-certified, free English translation of the Company’s registration document (Document de base), the French version of which was registered by the AMF on June 4, 2018 under no. I.18-046, except for:

(a) cover page: AMF visa together with related textbox and reference to copies available, and

(b) the reference to the completion letter of the Company’s statutory auditor in section 1.2 entitled “Statement by the responsible individual”,

which do not constitute part of the non-certified, free English translation of the Company’s registration document (Document de base) included in Annex B of this International Offering Memorandum.

You should not make any investment decision based on the excluded sections referenced above, and any references to the securities note (Note d’opération) and the registration document (Document de base) in the International Offering Memorandum as supplemented by the pricing supplement are deemed to exclude such sections.

NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN

In the event of any ambiguity, inconsistency or conflict between corresponding statements or other items contained in the attached non-certified, free English translations and the original French versions, the relevant statements or items of the French versions shall prevail.

NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN

ANNEX A FREE ENGLISH TRANSLATION OF THE SECURITIES NOTE (NOTE D’OPÉRATION)

ROCHE BOBOIS S.A. A French société anonyme with capital of €49,376,080 Registered Office: 18, rue de Lyon, 75012 Paris Paris Trade and Corporate Register No. 493 229 280 Paris

SECURITIES NOTE made available to the public in connection with: − the admission to trading on the regulated market of Euronext in Paris (“Euronext Paris”) of the 9,875,216 shares comprising the share capital of Roche Bobois S.A.,

− the placement, as part of an open-price offer to the public in France and a global placement, particularly to institutional investors in France and outside France, of: (i) 987.521 existing shares sold by TXR S.r.l. and the Chouchan Family (through Familiale J-E.L.C. and Jean-Eric Chouchan), (ii) which may be increased to a maximum of 1,135,649 existing shares sold by the latter and Société Immobilière Roche SIR (together, the “Selling Shareholders”) in the event of full exercise of the over-allotment option.

Duration of the open price offer: from 26 June 2018 to 5 July 2018 (inclusive) Term of the global placement: from 26 June 2018 to 6 July 2018 (inclusive) Indicative price range applicable to the open price offer and the global placement: between €19.75 and €24.30 per share. The price may be set below €19.75 per share. In the event of a change in the upper limit of the above-mentioned indicative price range or if the price is set above €24.30 per share, the orders issued within the framework of the open price offer may be revoked for at least 2 trading days.

[INTENTIONALLY OMITTED]

The prospectus (the “Prospectus”) approved by the AMF consists of: − the Document de base of Roche Bobois S.A. (the “Company”) registered by the AMF on 4 June 2018 under the number I.18-046 (the “Document de base”); − this securities note (the “Securities Note”); and − the summary of the Prospectus (included in the Securities Note).

[INTENTIONALLY OMITTED]

Joint Global Coordinators and Joint Bookrunners

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

TABLE OF CONTENTS

1 PERSONS RESPONSIBLE ...... 31

1.1 PERSON RESPONSIBLE FOR THE PROSPECTUS ...... 31 1.2 STATEMENT OF THE PERSON RESPONSIBLE FOR THE PROSPECTUS ...... 31 1.3 STATEMENT BY TXR S.R.L...... 31 1.4 STATEMENT BY THE J-E.L.C. FAMILY ...... 31 1.5 STATEMENT BY JEAN-ERIC CHOUCHAN ...... 32 1.6 STATEMENT BY SOCIETE IMMOBILIERE ROCHE SIR ...... 32 1.7 PERSON RESPONSIBLE FOR FINANCIAL INFORMATION ...... 34 2 RISK FACTORS ASSOCIATED WITH THE OFFER ...... 35

2.1 THE COMPANY'S SHARES HAVE NEVER BEEN TRADED ON A FINANCIAL MARKET AND ARE SUBJECT TO MARKET FLUCTUATIONS...... 35 2.2 THE COMPANY’S MAIN SHAREHOLDERS WILL CONTINUE TO HOLD A SIGNIFICANT PERCENTAGE OF THE CAPITAL AND MAY THEREFORE EXERCISE INFLUENCE OVER ITS ACTIVITIES OR THE DECISIONS TAKEN BY THE COMPANY ...... 35 2.3 THE SALE OF A LARGE NUMBER OF COMPANY SHARES MAY HAVE A SIGNIFICANT IMPACT ON THE COMPANY SHARE PRICE ...... 35 2.4 THE MARKET PRICE OF COMPANY SHARES MAY BE AFFECTED BY SIGNIFICANT VOLATILITY ...... 36 2.5 IF THE UNDERWRITING AGREEMENT IS NOT SIGNED OR TERMINATED, THE OFFER WILL BE CANCELLED TOGETHER WITH ANY TRADING ON AN AS-IF-AND-WHEN-DELIVERED BASIS (SOUS LA FORME DE PROMESSES D’ACTIONS) UP TO (AND INCLUDING) THE SETTLEMENT-DELIVERY DATE ...... 36 2.6 THE DIVIDENDS RECEIVED BY INVESTORS MAY BE LOWER THAN THAT STATED IN THE COMPANY’S DIVIDEND DISTRIBUTION POLICY ...... 37 2.7 RISKS ASSOCIATED WITH INSUFFICIENT SHARE PURCHASES AND THE CANCELLATION OF THE OFFER ...... 37 3 KEY INFORMATION ...... 38

3.1 STATEMENT ON NET WORKING CAPITAL ...... 38 3.2 SHAREHOLDERS' EQUITY AND DEBT...... 38 3.3 INTEREST OF NATURAL PERSONS AND LEGAL ENTITIES INVOLVED IN THE OFFER ...... 40 3.4 REASONS FOR THE OFFER AND INTENDED USE OF THE NET PROCEEDS THEREOF ...... 40 4 INFORMATION CONCERNING THE SECURITIES TO BE OFFERED AND ADMITTED TO TRADING ...... 41

4.1 TYPE, CLASS AND DIVIDEND ENTITLEMENT DATE OF SHARES OFFERED FOR SALE AND ADMITTED TO TRADING ...... 41 4.2 GOVERNING LAW AND COMPETENT COURTS ...... 42 4.3 FORM AND REGISTRATION OF THE COMPANY'S SHARES ...... 42 4.4 CURRENCY ...... 43 4.5 RIGHTS ATTACHED TO SHARES ...... 43 4.6 AUTHORIZATIONS ...... 44 4.7 ANTICIPATED SETTLEMENT-DELIVERY DATE OF THE SHARES ...... 45 4.8 RESTRICTIONS ON THE FREE NEGOTIABILITY OF THE COMPANY'S SHARES ...... 45 4.9 FRENCH REGULATION ON PUBLIC OFFERINGS ...... 45 4.9.1 Mandatory tender offers ...... 45 4.9.2 Buyout offers and squeeze-outs ...... 45 4.10 TAKEOVER BIDS BY THIRD PARTIES IN RESPECT OF THE COMPANY'S SHARE CAPITAL DURING THE LAST AND CURRENT FINANCIAL YEAR...... 45

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -2- This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

4.11 FRENCH TAX REGIME ...... 45 5 OFFER CONDITIONS ...... 51

5.1 OFFER CONDITIONS, PROVISIONAL SCHEDULE AND TERMS AND CONDITIONS OF SUBSCRIPTION ...... 51 5.1.1 Offer Conditions ...... 51 5.1.2 Offer amount...... 53 5.1.3 Offer procedure and period ...... 53 5.1.3.1 Principal features of the Open Price Offer ...... 53 5.1.3.2 Principal features of the Global Placement ...... 55 5.1.4 Revoking or suspending the Offer ...... 56 5.1.5 Orders reduction ...... 57 5.1.6 Minimum or maximum number of shares to which an order can relate ...... 57 5.1.7 Purchase orders revocation...... 57 5.1.8 Payment of funds and terms and conditions for issuing the Offered Shares ...... 57 5.1.9 Publication of the Offer results ...... 57 5.1.10 Preferential subscription rights ...... 58 5.2 PLAN FOR THE DISTRIBUTION AND ALLOTMENT OF SECURITIES ...... 58 5.2.1 Category of potential investors - Countries in which the offer will be open - Restrictions applicable to the Offer ...... 58 5.2.1.1 Category of potential investors and countries in which the Offer will be open ...... 58 5.2.1.2 Restrictions applicable to the Offer ...... 58 5.2.2 Pre-allocation information ...... 60 5.2.3 Notification to investors ...... 60 5.2.4 Extension clause ...... 60 5.2.5 Over-allotment option ...... 60 5.3 PRICING ...... 60 5.3.1 Pricing method ...... 60 5.3.1.1 Price of Offered Shares ...... 60 5.3.1.2 Indicative Range of the Offering Price ...... 61 5.3.2 Procedure for publication of the Offering Price and changes to the parameters of the Offer ...... 61 5.3.2.1 Offering Price determination date ...... 61 5.3.2.2 Publication of the Offering Price and the number of Offered Shares ...... 61 5.3.2.3 Modification of the range, setting of the Offering Price outside the range and modification of the number of Offered Shares...... 61 5.3.2.4 Early closing or extension of the Offer ...... 62 5.3.2.5 Significant changes to the terms and conditions of the Offer...... 62 5.3.3 Restrictions or cancellation of preferential subscription rights ...... 63 5.3.4 Price disparity ...... 63 5.4 INVESTMENT AND GUARANTEE ...... 63 5.4.1 Contact details of the underwriters ...... 63 5.4.2 Contact details of the institution in charge of securities and financial services ...... 63 5.4.3 Underwriting Agreement ...... 63 5.4.4 Lock-up undertaking ...... 64 5.4.5 Settlement-delivery date of the Offered Shares...... 64 6 ADMISSION TO TRADING AND TRADING PROCEDURES ...... 65

6.1 ADMISSION TO TRADING ...... 65 6.2 PLACE OF QUOTATION ...... 65 6.3 CONCURRENT SHARE OFFERING...... 65 6.4 LIQUIDITY CONTRACT ...... 65

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -3- This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

6.5 STABILIZATION ...... 65 7 HOLDERS OF SECURITIES WISHING TO SELL ...... 67

7.1 INDIVIDUALS OR ENTITIES WISHING TO SELL EQUITY SECURITIES OR SECURITIES GIVING ACCESS TO THE COMPANY’S SHARE CAPITAL...... 67 7.2 NUMBER AND CLASS OF SECURITIES OFFERED BY THE HOLDERS OF SECURITIES WISHING TO SELL ...... 67 7.3 ABSTENTION AND LOCK-UP UNDERTAKINGS ...... 67 8 EXPENDITURE LINKED TO THE OFFER ...... 69

8.1 ESTIMATED GROSS PROCEEDS OF THE SALE OF THE OFFERED SHARES ...... 69 8.2 ESTIMATED TOTAL EXPENSES RELATED TO THE OFFERING ...... 69 8.3 ESTIMATED NET PROCEEDS FROM THE SALE OF THE OFFERED SHARES ...... 69 9 DILUTION ...... 69

9.1 IMPACT OF THE OFFERING ON THE COMPANY’S SHAREHOLDERS’ EQUITY ...... 69 9.2 AMOUNTS AND PERCENTAGE OF THE DILUTION RESULTING FROM THE OFFER ...... 69 9.3 DISTRIBUTION OF SHARE CAPITAL AND VOTING RIGHTS ...... 69 10 ADDITIONAL INFORMATION ...... 72

10.1 ADVISORS HAVING AN INVOLVEMENT WITH THE TRANSACTION ...... 72 10.2 OTHER INFORMATION VERIFIED BY THE STATUTORY AUDITORS ...... 72 10.3 EXPERT’S REPORT ...... 72 10.4 INFORMATION CONTAINED IN THE PROSPECTUS THAT ORIGINATES FROM A THIRD PARTY...... 72 11 UPDATE TO THE INFORMATION ON THE GROUP...... 73

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -4- This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

NOTES

In the Securities Note, unless otherwise indicated, the term “Roche Bobois” or the “Company” refers to Roche Bobois S.A. (formerly “Furn-Invest” S.A.S.). The term “Group” refers to the Company, its subsidiaries and branches.

Disclaimer

Information regarding the market and competition

The Prospectus contains, in particular in Chapter 6 of the Document de base “Business Overview”, information relating to the Group’s markets and its competitive position. This information mainly comes from studies conducted by outside sources. The publicly available information, which the Company considers to be reliable, has not been verified by an independent expert, and the Company cannot guarantee that a third party using different methods to gather, analyse or calculate market data would obtain the same results.

Forward-looking information

The Prospectus contains information relating to the Group’s business and the markets in which it operates. This information comes from studies carried out either by internal sources or by external sources (e.g. sector publications, specialised studies, information published by market research companies, analyst reports). The Company believes that this information gives a true and fair view of the Group’s key markets and its competitive positioning in these markets. However, this information has not been verified by an independent expert and the Company cannot guarantee that a third party using different methods to collect, analyse or calculate market data would obtain the same results.

The Prospectus contains information regarding the Group’s outlook and development strategies. This information is sometimes identified by the use of a future, conditional or prospective terms, such as “to estimate”, “to consider”, “to envisage”, “to think”, to have as its objective”, “to expect”, “to understand”, “to have to”, “to strive to”, “to believe”, “to wish”, “to be able”, or, where applicable, the negative form of these same terms, or any other variant or similar terminology. This information is not historical data and must not be interpreted as a guarantee that the events and information noted will occur. This information is based on data, assumptions and estimates that the Company has deemed to be reasonable. They may evolve or be modified due to uncertainties which are in particular linked to the economic, financial, competitive and regulatory environment. This information is mentioned in various paragraphs of the Prospectus and contains data relating to the Company’s intentions, estimates and objectives concerning the markets in which the Group is developing, its strategy, growth, results, financial position, cash flow and forecasts. The forward-looking information referred to in the Prospectus is given only as of the date of approval on the Prospectus. The Group operates in a competitive and constantly changing environment.

Alternative performance indicators

The Prospectus contains some of the Group’s performance indicators which publication is not required, or that are not included in a definition prescribed by IFRS, in particular current EBITDA.

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -5- This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

Chapter 9 “Analysis of the Group’s results”, and Chapter 10 “Group Cash flow and capital” of the Document de base for a more detailed discussion of these performance indicators, their definition and reconciliations with certain indicators in accordance with comparable IFRS accounting standards).

The Company believes that it complies with the provisions of the ESMA guidelines “Alternative Performance Indicators” (ESMA/20151415) and AMF position DOC-2015-12.

Rounding

Some figures (including financial data) and percentages that are presented in the Prospectus have been rounded. Therefore, the totals presented in this Prospectus may differ slightly from the amounts that would have been obtained by adding the exact (unrounded) values of these figures.

Risk factors

Investors are asked to carefully read the risk factors described in Chapter 4 “Risk factors” of the Document de base and Chapter 2 of the Securities Note before making any investment decisions. The occurrence of one or more of these risks is likely to have a material adverse impact on the Group’s business, assets, financial position, results or outlook, as well as on the market price of the Company’s shares once they are admitted to trading on the regulated market of Euronext in Paris. Furthermore, other risks, which have not yet been identified or which the Company considers to be insignificant at the date of the approval of the Prospectus, could also have a material adverse impact.

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -6- This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

SUMMARY OF THE PROSPECTUS

[INTENTIONALLY OMITTED]

The summary consists of a series of key information points, referred to as “Components”, which are presented in five sections A to E and numbered A.1 to E.7.

This summary contains all of the Components required to be included in a prospectus summary relating to such class of securities and such type of issuer. As not all Components need to be completed, the numbering of Components in this summary is not continuous.

No relevant information may be available with respect to any particular Component that is required to be included in this summary because of the class of securities and type of issuer involved. In this case, a summary description of the Component concerned shall appear in the summary with the words “Not applicable”.

Section A - Introduction and Disclaimer

A.1 Warnings to This summary should be read as an introduction to the Prospectus. the reader Any decision to invest in the securities that are the subject of the public offering or for which an admission to trading on a regulated market is requested must be based on a comprehensive review of the Prospectus.

When an action concerning the information contained in the Prospectus is brought before a court, the plaintiff investor may, according to the national legislation of the Member States of the European Union or parties to the European Economic Area Agreement, have to bear the costs of translating the Prospectus before the start of the legal proceedings.

The persons who have presented the summary, including, where applicable, its translation and have requested notification thereof within the meaning of Article 212-41 of the General Regulations of the AMF, shall be liable only if the content of the summary is misleading, inaccurate or inconsistent with the other parts of the Prospectus or if it does not provide, when read in conjunction with the other parts of the Prospectus, the essential information enabling investors to be assisted when contemplating an investment in such financial securities.

A.2 Consent of the Not applicable. issuer to the use of the Prospectus

Section B – Issuer Information

B.1 Company Roche Bobois S.A. (Formerly “Furn-Invest S.A.S. ”). name and trade name

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -7- This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

B.2 Registered - Registered Office: 18, rue de Lyon, 75012 Paris. office / Legal form / - Legal form: French société anonyme. Applicable law / Country of - Applicable law: French law. origin - Country of origin: France.

B.3 Nature of Created in 1960 by the Roche and Chouchan families, the Group has developed Operations and two furniture brands: Roche Bobois, an international leader in high-end furniture, Main Business and Cuir Center, a French sofa specialist positioned in the mid-range segment.

In 2017 the two brands generated business volume1 of €480M before tax, of which €388M before tax was for Roche Bobois with €92M before tax corresponding to Cuir Center, through a network of 329 stores2 in 54 countries, one third of which were its owned stores, and two thirds of which were franchises. The business volume before tax was divided equally between the two distribution networks. Its owned stores generated an average business volume higher than he one generated by the franchise stores.

Over the years, Roche Bobois has developed a unique offer in the world of high- end furniture, which represents the “French art de vivre”, relying on partnerships with some fifty loyal designers (Jean Paul Gaultier, Marcel Wanders, Ora Ito, and many others). The Roche Bobois brand developed internationally in the 1970s, initially through the development of franchises, and then through its owned stores. Roche Bobois manages and operates a network of 251 stores; 79 in France and 172 abroad. North America, where Roche Bobois currently holds 39 stores, 23 of which it owns, is the brand’s second biggest market after France in terms of turnover and the brand’s leading market for contribution to margin.

The creative and bold positioning of the Roche Bobois offer relies on partnerships with designers, a connection to the haute couture and fashion worlds (Missoni, Jean Paul Gaultier, Maison Christian Lacroix, etc.), close links to the world of arts and culture (Milan World’s Fair, Guggenheim Museum in New York, etc.), a unique, wide range with two collections per year and a commitment to excellence based on high-quality manufacturing. The catalogue presents more than 5,000 active products, excluding variations in sizes and customisation, divided into three categories: (i) sofas, with a price range generally between €3,000 and €12,000 including tax, (ii) furniture (dining tables, bookcases, beds, etc.), with a price range of between approximately €1,500 and €10,000, and (iii) decorative items (lamps, mirrors, vases, rugs, etc.), with a price range of between approximately €150 and €4,000. The average spend3 for Roche Bobois is around €4,300, the average basket in the United States being €7,283, more than twice that of France, which is €3,278.

The Cuir Center brand, which was created in 1976, is dedicated to sofas for the mid-range segment. Specialized in leather sofas, with an offer that has recently expanded to fabric models, it has a network of 78 stores, 22 of which owned, and

1 Order intake in 2017 before tax for the owned stores network and franchises for both brands, excluding any cancellations (the cancellation rate being very low as customers must pay non-refundable deposits representing 30 to 50% of the total price). As a reminder, the business volume cannot be reconciled with the financial statements presented in Chapter 20 of the Document de base. 2 Against 327 stores at the date of the Prospectus. 3 Average basketfor own stores.

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -8- This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

56 of which are franchises, primarily in France. The average basket for Cuir Center is around €2,300, which is in line with its accessible price positioning.

The Group has constructed a profitable producer-distributor-franchisor model which relies on outsourcing manufacturing (“fabless”) to quality suppliers, and on a mixed distribution network (owned or franchised), which allows it to be versatile and flexible.

In 2017 the Group generated consolidated revenue of €249M, 86% for the Roche Bobois brand, and 14% for the Cuir Center brand. France represents the Group's leading market, representing 46% of revenue: 32% for the Roche Bobois brand, and 14% for the Cuir Center brand. The Group generates 26% of its revenue in North America, and 25% of its revenue in the rest of Europe. During this period, the Group generated current EBITDA4 of €21M, 49.6% in North America, and 31.2% in France. The profitability levels in North America were greater than in France.

B.4a Main recent Since 1 January 2018, the Group has opened two stores: Roche Bobois Tyson trends affecting Corner – Washington 2 (owned) and Cuir Center Mulhouse (franchised). These the issuer and developments are part of the Group’s international expansion strategy. its business sectors The Cuir Center owned-store in Marseille La Valentine closed with effect from 31 May 2018. This closure is in addition to the closure of three franchises recorded since 1 January 2018 (Roche Bobois Belfort, Roche Bobois Perpignan and Cuir Center Perpignan).

In the first quarter of 2018, the Group's non-audited consolidated revenue was €60.8 million, compared to €58.2 million in the first quarter of 2017, which represents growth of 4.5% at current exchange rates. At constant exchange rates, revenue was up 8.7%.

Furthermore, as at the first quarter of 2018, the volume of business before taxes for the Roche Bobois brand was €103.8 million, compared to €105.5 million, or - 1.6% at current exchange rates. At constant exchange rates, the change was +2.6%.

For the Cuir Center brand, as at the first quarter of 2018, the volume of business was €32.8 million, compared to €32.5 million, or a growth of 1.0%.

In addition, the Company’s General Meeting decided (i) on 19 March 2018, to distribute €5,036,000 in reserves, and (ii) on 30 May 2018, to distribute €9,974,000 in dividends and reserves.

4 EBITDA after restatement for store openings and before free share allocation plans.

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -9- This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

B.5 Description of At the date of the Prospectus, the Group's organisational chart is as follows: the Company

Fully consolidated companies Equity-affiliated companies

Unconsolidated companies

Furninvest consolidation as at 31 December 2017

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -10- This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

The above percentages indicate the share capital and voting rights held in the Group's various subsidiaries. The Company is the Group’s holding company. It operates indirectly through its subsidiary, Roche Bobois Groupe SA and its sub-subsidiaries. The Group's structure essentially relies on the following entities: o The Company, which is a holding company with no business operations. o Roche Bobois Groupe SA, which is the Group’s lead holding company. It provides advertising, human resources, managerial oversight, and IT services to its subsidiaries and sub-subsidiaries. o Roche Bobois International (RBI) runs the Roche Bobois network. It is in charge of products editition and operates as a franchise center. It also holds stakes in the operating subsidiaries that house Roche Bobois’ own business. o Cuir Center International has the same role as RBI for the Cuir Center brand. o The RBI and CCI subsidiaries (i.e., almost all of the remaining subsidiaries) house the Group’s owned stores (under the Roche Bobois or Cuir Center brand).

No company in the Group holds strategic assets (strictly speaking), although it should be noted that: o RBI holds rights over the Roche Bobois trademark and registered models, as well as the franchise agreements, o CCI holds rights over the Cuir Center trademark and the franchise agreements, and o the following four subsidiaries own real estate assets: Inpala (Beverly Boulevard store in Los Angeles), Paritalia Srl (Bologna store in Italy), Objets et Fonctions (Fribourg store in Switzerland) and SCI Gallois du Regard (Annecy store in France).

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -11-

B.6 Main On the date of the approval of the Prospectus, the share capital of the Company shareholders amounts to €49,376,080 divided into 9,875,216 shares with a par value of €5 each5, fully subscribed and paid up, and of the same class.

As a result of the 1-for-10 reverse split shares decided by the General Shareholders' Meeting of 30 May 2018, certain shareholders hold fractional shares (together representing a total of 9 shares with a par value of €5 out of a total of 9,875,216 shares). Until the expiry of a

period extending from 27 June 2018 to 26 June 2020, any pre-reverse split shares with single voting rights will carry 1 vote and any post-reverse split shares with single voting rights will carry 10 votes, so that the number of votes attached to the shares is proportional to the percentage of the capital they represent, it being specified that any pre-reverse split share with double voting rights will carry 2 votes and any post-reverse split hare with double voting rights will carry 20 votes.

In addition, during the two-year consolidation period referred to above, the right to dividends from the new post-reverse split shares and from the old shares before the reverse split will be proportional to their respective nominal value.

Jointly owned shares (Actions démembrées)(3)(4) Fully-owned Shareholders Total shares % shares Bare Usufruct ownership

Jean-Eric Chouchan 1,368,044 5,500(1) 1,373,544 13.91%

Familiale JELC 292,084 292,084 2.96%

Marie-Claude 411,750 411,750 4.17% Chouchan

Margaux Chouchan 135,886 135,886 1.38%

Léonard Chouchan 135,886 135,886 1.38%

Total Chouchan 2,343,650 5,500 - 2,349,150 23.79% Family*

François Roche - 2,128,139 0 0.00%

Nathalie Roche 128,957 425,177(2) 554,134 5.61%

Nicolas Roche 128,957 425,927(2) 554,884 5.62%

Elise Roche 128,957 425,177(2) 554,134 5.61%

Antonin Roche 128,779 426,677(2) 555,456 5.62%

Jeanne Roche 128,957 425,177(2) 554,134 5.61%

Société Immobilière 939,288 939,288 9.51% Roche SIR

5 Subject to the reverse stock split (together representing a total of 9 shares with a par value of €5) resulting from the decision of the General Shareholders' Meeting of the Company held on 30 May 2018 on a 1-for-10 reverse stock split, each holder of 10 existing shares with a par value of €0.50 received in exchange 1 new share with a par value of €5, charged to the holders of fractional shares to do business with them during the following 24 months.

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -12- This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

Total Roche Family 1,583,895 2,128,135 2,128,139 3,712,030 37.59%

Total Concert** 3,927,545 2,133,635 2,128,139 6,061,180 61.38%

TXR S.r.l.*** 3,785,777 3,785,777 38.34%

Laurent Chouchan 750 5,500(1) 6,250 0.06%

Sabine Chouchan 16,500 16,500 16,500 0.17%

Catherine Chouchan - 5,500(1) 5,500 0.06%

Subtotal of jointly - 2,144,639 2,144,639 - - owned shares

Total shares resulting from fractional 5 4 - 9 0.00% shares****

TOTAL 7,730,577 2,144,639 9,875,216 100.00%

(1) Shares held in bare ownership for which usufruct belongs to Sabine Chouchan

(2) Shares held in bare ownership for which usufruct belongs to François Roche * excluding interests held by Sabine Chouchan, Catherine Chouchan and Laurent Chouchan

** concert composed of members of the Roche and Chouchan families with the exception of Sabine Chouchan, Catherine Chouchan and Laurent Chouchan

*** subsidiary of Tamburi Investment Partners SpA

**** These fractional shares (together representing a total of 9 shares) resulting from the decision of the General Shareholders' Meeting of the Company held on 30 May 2018 on a 1-for-10 reverse stock split, each holder of 10 existing shares with a par value of €0.50 received in exchange 1 new share with a par value of €5, charged to the holders of fractional shares (certain members of the Roche family and TXR S.r.l.) to do business with them during the following 24 months.

Voting rights(3)(4)

Ordinary Extraordin Shareholders at at ordinary general ary general extraordinar general shareholder shareholder y general shareholder s' meeting s' meeting shareholders’ s’ meeting % meeting %

Jean-Eric Chouchan 1,368,044 13.85% 1,373,544 13.91%

Familiale JELC 292,084 2.96% 292,084 2.96%

Marie-Claude Chouchan 411,750 4.17% 411,750 4.17%

Margaux Chouchan 135,886 1.38% 135,886 1.38%

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -13- This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

Léonard Chouchan 135,886 1.38% 135,886 1.38%

Total Chouchan Family* 2,343,650 23.73% 2,349,150 23.79%

François Roche 2,128,139 21.55% - 0.00%

Nathalie Roche 128,957 1.31% 554,134 5.61%

Nicolas Roche 128,957 1.31% 554,884 5.62%

Elise Roche 128,957 1.31% 554,134 5.61%

Antonin Roche 128,779 1.30% 555,456 5.62%

Jeanne Roche 128,957 1.31% 554,134 5.61%

Société Immobilière Roche SIR 939,288 9.51% 939,288 9.51%

Total Roche Family 3,712,034 37.59% 3,712,030 37.59%

Total Concert** 6,055,684 61.32% 6,061,180 61.38%

TXR S.r.l.*** 3,785,777 38.34% 3,785,777 38.34%

Laurent Chouchan 750 0.01% 6,250 0.06%

Sabine Chouchan 33,000 0.33% 16,500 0.17%

Catherine Chouchan - - 5,500 0.06%

Total voting rights from the fractional 5 0.00% 9 0.00% shares**** TOTAL 9,875,216 100.00% 9,875,216 100.00%

(3) The voting right attached to the share belongs to the beneficial owner for ordinary general shareholders’ meetings and to the bare owner for extraordinary general shareholders’ meetings, subject to the clarifications indicated in (4) below.

(4)As an exception to the principle noted in (3) above, the voting right shall belong to the beneficial owner only for decisions relating to the allocation of profits, as concerns 7,196,395 shares out of the 21,281,395 shares held in usufruct by François Roche (these shares were stripped donations granted under Article 787 B of the French Tax Code (Code general des Impôts)). For all other decisions, the voting right attached to these 7,196,395 shares shall belong to the bare owner of the jointly owned shares.

* excluding interests held by Sabine Chouchan, Catherine Chouchan and Laurent Chouchan

** concert composed of members of the Roche and Chouchan families with the exception of Sabine Chouchan, Catherine Chouchan and Laurent Chouchan

*** subsidiary of Tamburi Investment Partners SpA

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -14- This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

charged to the holders of fractional shares (certain members of the Roche family and TXR S.r.l.) to do business with them during the following 24 months.

The members of the Roche family and the Chouchan family (with the exception of Sabine Chouchan, Catherine Chouchan and Laurent Chouchan) are parties to a group agreement which entered into force on the date of this Prospectus. To the Company’s knowledge, there is no other concerted action between its shareholders or any other agreement the implementation of which could lead to a change in its control.

B.7 Selected Simplified income statement6 financial information

FURN-INVEST Fiscal year Fiscal year Fiscal year Simplified Income Statement in € thousands 2017 2016 2015

12 months 12 months 12 months

Sales of goods 218,372 218,576 212,925 License fees and other services sold 30,159 29,862 27,693 TURNOVER 248,531 248,438 240,618

Cost of good sold (COGS) -91,788 -91,026 -88,221 GROSS MARGIN 58% 58% 59%

External expenses -82,912 -81,688 -80,473 Personnel expenses -52,476 -50,112 -46,200 Taxes and duties -3,479 -4,237 -4,198 Allocations to reserves / depreciation and amortisation -6,136 -6,343 -5,176 Other current operating income and expenses -408 -1,556 -2,041 Share of income from equity-affiliated companies 63 190 2 CURRENT OPERATING INCOME 11,396 13,666 14,312

Other non-current operating income and expenses -177 -632 0 OPERATING INCOME 11,219 13,034 14,312

Net cost of financial debt -391 -562 -778 Other financial income and expenses -636 -55 330 PRE-TAX INCOME 10,192 12,418 13,864

Taxes on income -3 654 -3,448 -2,776 TOTAL NET INCOME 6,538 8,970 11,088 Of which Group share 6,340 8,965 10,998 Of which non-controlling interests 197 5 91

Simplified balance sheet

FURN-INVEST 31/12/2017 31/12/2016 31/12/2015

6 The financial statements as of 31 December 2017, 2016 and 2015 have been audited.

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -15- This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

Simplified Balance Sheet € thousands € thousands € thousands Non-current assets 52,696 50,872 48,041 of which goodwill and other intangible assets 7,879 7,461 7,542 of which property, plant and equipment 33,998 33,299 31,337 of which non-current financial assets and other non-current assets 10,820 10,111 9,161

Current assets 117,404 107,465 102,475 of which inventories 58,569 57,476 53,366 of which customers 16,961 16,460 18,668 of which other current receivables 12,525 12,153 15,620 Cash and cash equivalents 29,349 21,376 14,821

Total assets 170,100 158,336 150,515

Shareholders’ equity 61,731 59,618 52,099 of which capital 49,376 49,376 49,376 of which reserves and income attributable to the owners of the parent company 11,544 10,633 2,864 of which total shareholders’ equity attributable to non-controlling interests 811 -392 -141

Non-current liabilities 14,895 10,202 17,047 of which non-current financial debt 7,664 5,054 14,087 of which non-current provisions 3,452 3,419 2,195 of which other non-current liabilities 3,779 1,729 765

Current liabilities 93,473 88,516 81,369 of which current financial debt 11,908 11,797 10,303 of which advances and customer accounts received 37,485 33,431 28,974 of which trade payables and other non-current debt 39,093 37,938 36,391 of which other liabilities 4,987 5,350 5,701

Total liabilities 170,099 158,336 150,515

Simplified cash flow statement

FURN-INVEST Fiscal 2017 Fiscal 2016 Fiscal 2015 Simplified Consolidated Cash Flow Statement € thousands € thousands € thousands

Cash flow from operations 18,692 24,469 13,540

Cash flow from investments -10,985 -8,215 -5,507

Cash flow from financing activities 1,350 -7,617 -6,243

Effect of variations in foreign currencies -764 -297 668

Increase (decrease) in cash and cash equivalents 8,293 8,340 2,458

Cash and cash equivalents – opening balance (current bank loans) 19,946 11,606 9,149 Cash and cash equivalents – closing balance (current bank loans)) 28,739 19,946 11,606

Increase (decrease) in cash and cash equivalents 8,794 8,339 2,457

31/12/2017 31/12/2016 31/12/2015 Cash and cash equivalents 29,349 21,376 14,821 Current bank loans -610 -1,430 -3,214 Cash and cash equivalents – closing balance (current bank loans)) 28,739 19,946 11,606

Segment information

REVENUES by sector 31/12/2017 31/12/2016 31/12/2015 (amounts in € thousands)

Roche Bobois France 80,359 32% 81,766 33% 80,205 33% Roche Bobois USA/Canada 65,775 26% 62,324 25% 51,526 21% Roche Bobois UK 18,844 8% 20,397 8% 23,379 10% Roche Bobois Other Europe(*) 42,180 17% 42,919 17% 41,421 17% Roche Bobois Others (overseas) 4,773 2% 4,721 2% 4,487 2% Cuir Center 33,659 14% 33,344 13% 36,641 15% Corporate 2,941 1% 2,967 1% 2,959 1% Total Revenues 248,531 100% 248,438 100% 240,618 100%

Current EBITDA by geographic region and brand 31/12/2017 31/12/2016 31/12/2015

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -16- This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

(amounts in € thousands)

Roche Bobois France 3,177 2,732 2,451 Roche Bobois USA/Canada 10,499 11,252 9,515 Roche Bobois UK 2,597 3,330 4,315 Roche Bobois Other Europe 3,559 3,391 3,406 Roche Bobois Others (overseas) 2,620 2,511 2,655 Cuir Center 3,369 2,349 2,946 Corporate -4,732 -4,753 -4,254 21,000 20,813 21,034

Revenues by geographical area

Revenues by sector 31/12/2017 31/12/2016 31/12/2015 (amounts in € thousands)

Roche Bobois France 80,359 32% 81,766 33% 80,205 33% Roche Bobois USA/Canada 65,775 26% 62,324, 25% 51,526 21% Roche Bobois UK 18,844 8% 20,397 8% 23,379 10% Roche Bobois Other Europe 42,180 17% 42,919 17% 41,421 17% Roche Bobois Others (overseas) 4,773 2% 4,721 2% 4,487 2% Cuir Center 33,659 14% 33,344 13% 36,641 15% Corporate 2,941 1% 2,967 1% 2,959 1% Total revenues 248,531 100% 248,438 100% 240,618 100%

Business volume

Change in business volume over the last three fiscal years:

In € millions +6.1 -4.1 +24.6 -7.4 +4.5 480.1 473.6 Like- Foreign Foreign Consolida for-Like currency currency tion scope effect +5.1 effect effect 451.3 Like- Consolida for-Like tion scope effect

2017 2015 2016

Like-for-like: Sales growth at comparable scope is calculated by comparing sales generated by stores in a given fiscal year (n) with the previous fiscal year (n-1), excluding stores opened or closed during the two years under comparison. Sales generated by stores temporarily closed for works during one of the periods under comparison are included.

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -17- This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

GROUP AND NON-GROUP BREAKDOWN OF BUSINESS VOLUME BEFORE TAX BY BRAND

In € thousands 2017 2016 2015 RB TOTAL FRANCHISES 187,664 189,388 178,048 RB TOTAL OWNED STORES 200,505 193,874 183,851 RB TOTAL 388,169 383,263 361,899

In € thousands 2017 2016 2015 CC TOTAL FRANCHISES 56,036 54,153 53,746 CC TOTAL OWNED STORES 35,905 36,157 35,610 CC TOTAL 91,941 90,310 89,356

In € thousands 2017 2016 2015 TOTAL FRANCHISES 243,700 243,542 231,794 TOTAL OWNED STORES 236,410 230,031 219,461 TOTAL 480,110 473,573 451,254

As a reminder, the business volume cannot be reconciled with the Company's financial statements to the extent that: o it includes order intake items from owned stores and franchised stores (unconsolidated, integrated in the form of royalties into the Group’s consolidated sales), and o it has a time lag of approximately 3 months (to which the timeframe linked to maritime transport for deliveries outside Europe must be added) on average since it concerns orders taken, while revenue is recognised at the time of delivery. However, it makes possible to anticipate the Group’s current trading and to “forecast” the trend in consolidated revenue approximately one quarter ahead of schedule.

B.8 Pro forma Not applicable. information

B.9 Profit forecast Not applicable.

B.10 Reserves on historical Not applicable. financial information

B.11 Net working Not applicable. capital

Section C – Securities

C.1 Nature, The Company’s shares for which admission to trading on Euronext in Paris is category and requested are all existing shares of the Company (the “Existing Shares”). identification number of The Offering (as defined in paragraph E.3 below) relates to a number of 987,521 shares sold and Existing Shares sold by the Selling Shareholders (the “Firm Shares”). In addition, for which in the event of the full exercise of the Over-Allotment Option (as these terms are admission to defined in paragraph E.3 below), the Selling Shareholders will sell a maximum of 148,128 additional Existing Shares (the “Option Shares”), thereby bringing the number of shares subject to the Offering to a maximum of 1,135,649 Existing

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -18- This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

trading is Shares. The Firm Shares and the Option Shares are together referred to as the requested “Offered Shares” and break down as follows:

• Firm Shares:

Selling Shareholders Number of Firm Shares

Jean-Eric Chouchan 399,181

J-E.L.C. 292,084

T.X.R S.R.L. 296,256

• Option Shares:

Selling Shareholder Number of Option Shares

Jean-Eric Chouchan 49,376 maximum

T.X.R S.R.L. 49,376 maximum

Société Immobilière 49,376 maximum Roche SIR

Dividend entitlement date: immediate dividend rights.

Security name: Roche Bobois

Trading on an as-if-and-when-delivered basis (promesses d'actions) will take place from 9 July 2018 to 10 July 2018 (inclusive) under the heading “Roche Bobois PROM”. From 11 July 2018, negotiations will take place under the name “Roche Bobois”.

ISIN code: FR0013344173

Ticker symbol: RBO

Compartment: Compartment B

LEI number: 969500JZSD8O83SPU920

ICB classification: 3726 furnishings

C.2 Currency Euro.

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -19- This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

C.3 Number of On the date of admission of the Company’s shares to trading on Euronext in Paris, shares / Par the share capital of the Company will comprise 9,875,216 Existing Shares, fully value of shares subscribed, fully paid up and all of the same class.

Nominal value per share: €5

C.4 Rights attached As French law and the Company’s Bylaws currently stand, the main rights attached to shares to existing shares are as follows:

− right to dividends;

− voting rights; it should be noted that fully paid-up shares for which proof is provided that they have been registered in the name of the same shareholder for at least two years as from this date will benefit from double voting rights;

− preferential subscription right for securities of the same class;

− the right to a share in the Company’s profits; and

− the right to a share in any surplus in the event of liquidation.

C.5 Restrictions on There is no provision in the bylaws limiting the free negotiability of the shares the free comprising the Company’s capital. negotiability of shares Furthermore, the Company is not aware of any stipulations of any contract or any other agreement between shareholders that could have an impact on the free negotiability of the Offered Shares.

C.6 Application for The admission of all the Company's shares has been requested on Compartment B admission to of Euronext in Paris. trading The trading conditions for all the shares will be set out in a Euronext notice published on 26 June 2018 according to the indicative timetable.

The initial listing of the shares on Euronext in Paris should take place on 6 July 2018, and trading should begin on 9 July 2018 on an as-if-and-when-delivered basis until 10 July 2018 (inclusive) in accordance with Article 6.8 of the Euronext Harmonised Rules.

From 9 July 2018 until the settlement-delivery date (inclusive) scheduled for 10 July 2018 inclusive, the shares will be traded on an as-if-and-when-delivered basis (promesses) on a trading line entitled “Roche Bobois - PROM”, under the terms of Article L. 228-10 of the French Commercial Code.

From 11 July 2018, all of the Company’s shares will be traded on a trading line entitled “Roche Bobois”.

No other application for admission to trading on a regulated market has been made by the Company.

C.7 Dividend policy The Company has distributed dividends to its shareholders during each of the last three fiscal years. In addition, the Company’s General Meeting decided (i) on 19 March 2018, to distribute €5,036,000 in reserves, and (ii) on 30 May 2018, to distribute €9,974,000 in dividends and reserves.

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -20- This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

The Company intends to continue this policy in the future by offering to shareholders, each year at the time of the annual ordinary general shareholders’ meeting, dividends between 30% and 40% of the Group's consolidated net income during the last fiscal year ended.

Section D – Risks

D.1 Main risks Before making their investment decision, investors are advised to consider the specific to the following risk factors: Issuer or its sector of − risks related to the business sector, the markets in which the Group operates activity and its economic environment, and in particular risks related to:

o the emergence of new competitors or the commercial policy of its existing competitors, and

o the anticipation of changes in demand and identifying market trends; − the risks associated with the Group’s business, and in particular the risks associated with:

o the Group’s dependence on its suppliers for the design, manufacture and transport of its products,

o The Group’s expansion strategy may not have the expected success,

o a possible rent increase or non-renewal of its leases,

o the use of a franchise system, and

o the development of the online offering; − legal risks, and in particular risks associated with:

o the possible evolution of certain laws and regulations, in particular customs duties and other restrictions on imports, regulations governing work and employment or future changes in IFRS accounting standards,

o the possible liability involved in the event of non-compliance of a product, and

o counterfeiting of its brands and products; − risks related to the Group’s organisation, in particular risks related to the Group’s ability to retain key persons and to recruit, as well as the preservation of its reputation; and

− financial risks, in particular those related to the depreciation of assets and changes in raw material and energy prices.

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -21- This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

D.3 Main risks The main risks associated with the Offering (as defined below) are as follows: specific to the shares − the Company’s shares have never been traded on a financial market and are subject to market fluctuations;

− the Chouchan and Roche families will continue to control the Company after its shares are admitted to trading on Euronext in Paris and will be able to control most company decisions and significantly influence the Company's business and strategy;

− the market price of Company’s shares is likely to be affected by significant volatility;

− an insufficient number of purchase orders (less than 75% of the amount of the sale initially envisaged, calculated on the basis of the lower limit of the indicative range of the Offering Price) could lead to the cancellation of the Offering;

− the sale of a significant number of the Company’s shares at the end of the lock-up period could have an material adverse impact on the market price of the Company’s shares;

− the non-signing or termination of the Underwriting Agreement (as defined below) would result in the cancellation of the Offering, the termination of the Underwriting Agreement would result in the cancellation of trading on an as- if-and-when-delivered basis up to (and including) the settlement-delivery date; and

− the amount of dividends received by investors may be less than indicated in the Company’s dividend distribution policy.

Such events could have a material adverse effect on the market price of the Company’s shares.

Section E – Offering

E.1 Total Offering Gross proceeds of the sale of the Offered Shares Proceeds and Estimated Based on a price equal to the midpoint of the indicative range of the Offering Price Total Offering- (as defined in paragraph E.3 below), i.e. €22.03 per Offered Share, the amount of Related the gross proceeds from the sale of the Offered Shares would be approximately Expenses €21.76 million, which could be increased to approximately €25,02 million in the event of full exercise of the Over-Allotment Option.

The Company will not receive any proceeds from the sale by the Selling Shareholders of the Offered Shares.

Estimated total expenses related to the Offering

The expenses related to the Offering (as defined in paragraph E.3 below) are estimated at approximately €2.06 million, which may be increased to approximately €2.15 million in the event of full exercise of the Over-Allotment

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -22- This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

Option, on the basis of an Offering Price equal to the midpoint of the Indicative Range of the Offering Price (as defined in paragraph E.3 below).

The expenses related to the Offering described above will be borne in the following proportions:

- by the Selling Shareholders for an amount of around €1.41 million (i.e. 68.4% of the total amount of the expenses related to the Offering), and

- by the Company for an amount of around €0.65 million (i.e. 31.6% of the total amount of the expenses related to the Offering).

Estimated net proceeds from the sale of the Offered Shares

Based on a price equal to the midpoint of the indicative range of the Offering Price (as defined in paragraph E.3 below), i.e. €22.03 per Offered Share, the amount of the net proceeds from the sale of the Offered Shares would be approximately €19.69 million, which could be increased to approximately €22.87 million in the event of full exercise of the Over-Allotment Option.

E.2a Reasons for the The admission to trading of Company shares on Euronext in Paris is intended to Offering and allow Company shareholders to access liquidity and the Selling Shareholders to intended use of monetize a portion of their shareholdings. the proceeds of the Offering The transaction will also allow the Company to raise the Group’s profile and reputation, to access a new form of financing and to increase its strategic and financial flexibility to support its development in France and abroad.

Only the Selling Shareholders will receive the proceeds from the sale of the Firm Shares and the Option Shares.

E.3 Terms and Nature and number of securities for which admission is requested and Conditions of securities offered the Offering The Offered Shares subject to the Offering (as defined below) are ordinary shares with a par value of €5 (five) each, fully subscribed and fully paid up and of the same class.

Over-allotment option

Some Selling Shareholders will consent to the Joint Global Coordinators and Joint Bookrunners, who will be represented by the Stabilizing Agent (as defined below) for the purposes of the stabilization transactions, an over-allotment option allowing the sale of a number of Existing Shares representing a maximum of 15% of the number of Offered Shares, i.e. a maximum of 1,135,649 Offered Shares, thus covering any over-allotments and facilitating stabilization transactions (the "Over- Allotment Option").

This Over-Allotment Option may be exercised, in whole or in part, at the Offering Price, in a single exercise at any time by the Stabilizing Agent (as this term is defined below, in the name and on behalf of the Underwriters, for a period of 30 calendar days after the date on which the Offering Price is set, i.e., according to the indicative calendar, until 6 August 2018 (inclusive).

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -23- This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

If the Over-Allotment Option is exercised, this information will be made public by means of a press release issued by the Company.

Structure of the Offering

The Offering will be affected by the placing on the market of 987,521 Firm Shares, which number may be increased to a maximum of 1,135,649 Offered Shares in the event of full exercise of the Over-Allotment Option. It is intended that the sale of the Offered Shares will be carried out within the context of a global offering (the “Offering”), comprising:

• a global placement (the “Global Placement”) primarily for institutional investors comprising:

o a placement in France, and

o an international private placement in certain countries (outside the United States of America); and

• an offer to the public in France made in the form of an open price offer (offre à prix ouvert), mainly intended for individuals (the “Open Price Offer” or the “OPO”).

If demand under the OPO so permits, the number of Offered Shares allocated in response to orders issued under the OPO will be at least equal to 10% of the number of Offered Shares, before any exercise of the Over-Allotment Option. If the request expressed within the framework of the OPO is less than 10% of the number of Offered Shares, before any exercise of the Over-Allotment Option, the balance of the Firm Shares not allocated within the framework of the OPO will be allocated within the framework of the Global Placement.

Purchase orders will be broken down according to the number of securities requested: - A1 order class: from 1 to 125 shares inclusive; and - A2 order class: more than 125 shares. A1 order classes will receive preferential treatment over A2 order classes in the event that not all A orders can be fully satisfied.

Orders revocation

Purchase orders made by investors via Internet within the context of the OPO will be revocable, via the internet, until the closing of the OPO (5 July 2018 at 8:00 p.m. (Paris time)). Investors should contact their financial intermediary to verify the procedures for revoking orders made via internet and whether orders transmitted through other means are revocable and under what conditions.

Indicative price range

The price of the Offered Shares under the OPO will be equal to the price of the Offered Shares under the Global Placement (the “Offering Price”).

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -24- This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

The indicative price range is between €19.75 and €24.30 per share (the “Indicative Range of the Offering Price”). This was adopted by the Selling Shareholders after consultation with the Company.

The Offering Price may be set outside the Indicative Range of the Offering Price. The Indicative Range of the Offering Price may be changed at any time up to and including the day on which the Offering Price is to be determined. If the upper limit of the Indicative Range of the Offering Price is increased or the Offering Price is set above the upper limit of the Indicative Range of the Offering Price (initial or, if applicable, modified), the closing date of the OPO will be postponed or a new purchase period at the OPO will then be reopened, as the case may be, so that at least two trading days will elapse between the date of issue of the press release providing information on such change and the new closing date of the OPO. Orders issued in connection with the OPO prior to the issuance of the above- mentioned press release will be maintained unless expressly revoked prior to the new closing date of the OPO, inclusive.

The Offering Price may be freely fixed below the lower limit of the Indicative Range of the Offering Price or the Indicative Range of the Offering Price may be freely reduced (provided there is no significant impact on the other Offer characteristics).

Offering Price determination methods

The Offering Price shall be determined on 6 July 2018 based on the indicative timetable, it being specified that this date could be postponed if the market conditions and book building results do not make it possible to determine the Offering Price under satisfactory conditions. The date on which the Offering Price shall be determined may also be brought forward in the event of the early closure of the Open Price Offer (OPO) and of the Global Placement or postponed in the event of the extension of the OPO and of the Global Placement.

The Offering Price determined by the Selling Shareholders following consultation with the Company will be the result of the comparison between the offered shares and the requests made by investors, as part of the "book building" process as per professional practices, in the context of the Global Placement.

Dividend entitlement date

Immediate dividend rights.

Purchase commitments received

Not applicable.

Underwriting

The Offer will be part of an underwriting agreement (the “Underwriting Agreement”) entered into between the Company, the Selling Shareholders, Portzamparc Groupe BNP Paribas and Oddo BHF SCA as Joint Global Coordinators and Joint Bookrunners (the “Joint Global Coordinators and Joint Bookrunners”), acting jointly but not severally (sans solidarité entre eux).

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -25- This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

The Joint Global Coordinators and Joint Bookrunners shall undertake to do their best to get institutional investors to purchase the Offered Shares at the Offering Price on the settlement-delivery date. This undertaking does not constitute a guarantee of proper execution (garantie de bonne fin) within the meaning of Article L. 225-145 of the French Commercial Code.

The Underwriting Agreement should be signed on the day the Offering Price is set (i.e. according to the indicative timeline on 6 July 2018).

The Underwriting Agreement may be terminated by the Joint Global Coordinators and Joint Bookrunners up to (and including) the settlement-delivery date of the Offer, under certain conditions and circumstances, particularly should major events occur (such as, in particular, political, financial, economic, banking or monetary events, acts of war or terrorism, military action or conflict), which has or might have an effect that makes the transaction impossible or would or could compromise the transaction.

Stabilization

Transactions intended to stabilize or support the Company share market price on Euronext Paris may also be carried out between 6 July 2018 and 6 August 2018 (inclusive) by Portzamparc Groupe BNP Paribas acting in the capacity of stabilization agent in the name of and on behalf of the Joint Global Coordinators and Joint Bookrunners.

Indicative timetable of the transaction:

22 June 2018

- Effective date of the conversion of the Company into a French société anonyme, approved by the Combined General Shareholders’ Meeting held on 30 May 2018

- [INTENTIONALLY OMITTED]

25 June 2018

- Publication of the press release announcing the Offer and the availability of the Prospectus

26 June 2018

- Euronext's notice relating to the opening of the OPO

- Opening of the OPO and Global Placement

5 July 2018

- Closing of the OPO at 5:00 pm (Paris time) for purchase orders at counters and 8:00 pm (Paris time) for those via the Internet

6 July 2018

- Closing of the Global Placement at 12:00 noon (Paris time)

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -26- This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

- Offering Price determination

- Signing of the Underwriting Agreement

- Publication of the press release indicating the Offering Price and the Offer result

- Euronext notice relating to the Offer result

- Initial listing of the Existing Shares on Euronext Paris

- Beginning of the Over-allotment Option exercise period

- Beginning of any stabilisation period

9 July 2018

- Beginning of trading for the Company's shares on an as-if-and-when- delivered basis (sous la forme de promesses d’actions) on Euronext Paris (until 10 July 2018 inclusive)

10 July 2018

- Settlement-delivery of the OPO and the Global Placement

11 July 2018

- Beginning of trading for the Company's shares on Euronext Paris under the trading line “Roche Bobois”

6 August 2018

- Deadline for exercising the Over-allotment Option

- End of the stabilization period, as the case may be

Purchase procedures

Persons wishing to take part in the ОРО must submit their orders to an authorized financial intermediary in France, no later than 5 July 2018 at 5:00 pm (Paris time) for purchase orders at counters and 8:00 pm (Paris time) for those via the internet.

In order to be taken into account, the orders issued as part of the Global Placement should only be received by one or more Joint Global Coordinators and Joint Bookrunners no later than 6 July 2018 at 12:00 noon (Paris time), unless closed early.

Introducing financial establishments

Joint Global Coordinators and Joint Bookrunners.

Portzamparc Groupe BNP Paribas

Oddo BHF SCA

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -27- This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

E.4 Interests, The Joint Global Coordinators and Joint Bookrunners and/or some of their including affiliates have provided, and/or may provide in the future, various banking, conflicts of financial, investment, commercial and other services to the Company, its affiliates interest that or shareholders or its officers, for which they have received or may receive may remuneration. significantly influence the offer

E.5 Name of the As part of the Offer, the Selling Shareholders wish to sell a total of 987,521 Offered person or entity Shares as indicated below, which may be raised to a maximum of 1.135.649 offering to sell Offered Shares in the event of the full exercise of the Over-allotment Option. shares/lock-up agreements The Offered Shares are ordinary shares with a par value of €5 (five) each, fully subscribed, paid-up and all in the same class.

Company's abstention undertaking

From the signing of the Underwriting Agreement until the end of the period ending 180 days following the settlement-delivery date, subject to certain standard exceptions.

Lock-up undertaking from shareholders

From the date of the Prospectus and up to 360 calendar days (or 180 days in the case of TXR S.r.l.) following the settlement-delivery date of the Company’s shares subject to certain standard exceptions; this commitment covering 100% of the capital on the date of the Prospectus, excluding (i) shares held by Sabine Chouchan, Catherine Chouchan and Laurent Chouchan, jointly representing less than 0.5% of the Company’s capital on the date of the Prospectus, (ii) Offered Shares, and (iii) shares that the shareholders may acquire in connection with or subsequent to the Initial public offering.

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -28-

E.6 Amount and Impact of the Offering on the distribution of capital and voting rights percentage of dilution The allocation of capital and voting rights, before and after the completion of the Offer, would be as follows: resulting immediately After the assignment of 987,521 Existing After the assignment of 1,135,649 Existing from the Offer Before the assignment of 987,521 Existing Shares Shares excluding the exercise of the Over- Shares and the exercise of the Over-allotment allotment Option Option

% of voting % of voting % of voting % of % of Number of shares % of capital rights at Number of shares rights at Number of shares rights at EGM*** capital EGM*** capital EGM***

Chouchan Family* 2,349,150 23.79% 23.79% 1,657,885 16.79% 17.67% 1,608,509 16.29% 17.28%

Roche Family 3,712,038.70 37.59% 37.59% 3,712,030 37.59% 39.57% 3,662,654 37.09% 39.35%

Total concert 6,061,188.70 61.38% 61.38% 5,369,915 54.38% 57.24% 5,271,163 53.58% 56.63%

Other members 28,250 0.29% 0.29% 28,250 0.29% 0.30% 28,250 0.29% 0.30% Chouchan Family**

TXR S.r.l. 3,785,777.30 38.34% 38.34% 3,489,521 35.34% 37.20% 3,440,145 34.84% 36.96%

Public 0 0% 0% 987,521 10% 5.26% 1,135,649 11.50% 6.10%

Shares resulting from 9 0.00% 0.00% 9 0.00% 0.00% 9 0.00% 0.00% fractional shares****

TOTAL 9,875,216 100.00% 100.00% 9,875,216 100.00% 100.00% 9,875,216 100.00% 100.00% * Excluding interests by Sabine Chouchan, Catherine Chouchan and Laurent Chouchan

** Sabine Chouchan, Catherine Chouchan and Laurent Chouchan

*** As explained in Section B6, there is a very slight difference between the allocation of voting rights at an OGM and an EGM due to the division of share ownership for certain shares owned by existing shareholders. In addition, the percentages in this column include double voting rights which historical shareholders benefit from after the Company’s initial public offering.

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -29- This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

**** these fractional shares (together representing a total of 9 shares) resulting from the decision of the General Shareholders' Meeting of the Company held on 30 May 2018 on a 1-for-10 reverse stock split, each holder of 10 existing shares with a par value of €0.50 received in exchange 1 new share with a par value of €5, charged to the holders of fractional shares (certain members of the Roche family and TXR S.r.l.) to do business with them during the following 24 months.

To the extent that the Offer only pertains to Existing Shares, only the Selling Shareholders will be diluted as a result of the Offer.

As a result of the 1-for-10 reverse stock split of the Company’s shares decided by the General Shareholders' Meeting of 30 May 2018, certain shareholders hold fractional shares (together representing a total of 9 shares with a par value of €5). Until the expiry of a consolidation period extending from 27 June 2018 to 26 June 2020, any pre-reverse split shares with single voting rights will carry 1 vote and any post-reverse split shares with single voting rights will carry 10 votes, so that the number of votes attached to the shares is proportional to the percentage of the capital they represent, it being specified that any pre-reverse split share with double voting rights will carry 2 votes and any post-reverse split hare with double voting rights will carry 20 votes.

Impact of the Offering on the Company’s shareholders’ equity Not applicable. E.7 Expenses billed Not applicable. to the investor by the Issuer

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -30-

1 PERSONS RESPONSIBLE

1.1 Person responsible for the Prospectus

Gilles Bonan, Chairman of the management board.

1.2 Statement of the person responsible for the Prospectus

I declare, after taking all reasonable measures for this purpose, that the information contained in this Prospectus is, to the best of my knowledge, in accordance with the facts and that it makes no omission likely to affect its import.

[INTENTIONALLY OMITTED]

Issued in Paris,

On 22 June 2018

Gilles Bonan Chairman of the management board

1.3 Statement by TXR S.r.l.

“I hereby certify, after having taken all reasonable measures for this purpose, that the information on the Offered Shares presented in Sections 2.2, 2.3, 3.4, 4.1, 4.4, 4.7, 5 (excluding sub-sections 5.2.5, 5.3.3, 5.4.1 and 5.4.2), 6.5, and 7.1 to 7.2 as well as the information on the commitment to retain the shares deemed to be in sub-section 7.3 of this securities note give, to the best of my knowledge, a true and fair view and does not contain any omissions that would affect its import.”

Issued in Milan,

On 22 June 2018

TXR S.r.l. Represented by Giovanni Tamburi

1.4 Statement by the J-E.L.C. Family

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -31- This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

shares deemed to be in sub-section 7.3 of this securities note give, to the best of my knowledge, a true and fair view and does not contain any omissions that would affect its import. ”

Issued in Paris,

On 22 June 2018

J-E.L.C. Family Represented by Jean-Eric Chouchan

1.5 Statement by Jean-Eric Chouchan

Issued in Paris,

On 22 June 2018

Jean-Eric Chouchan

1.6 Statement by Société Immobilière Roche SIR

“I hereby certify after having taken all reasonable measures for this purpose, that the information on the Offered shares presented in Sections 2.2, 2.3, 3.4, 4.1, 4.4, 4.7, 5 (excluding sub-sections 5.2.5, 5.3.3, 5.4.1 and 5.4.2), 6.5, and 7.1 to 7.2 as well as the information on the commitment to retain the shares deemed to be in sub-section 7.3 of this securities note gives, is in accordance with the facts and that it makes no omission likely to affect its import.”

Issued in Paris,

On 22 June 2018

Société Immobilière Roche SIR represented by François Roche

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -32- This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -33- This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

1.7 Person Responsible for Financial Information

Guillaume Demulier

Group CFO

Address: 18, rue de Lyon, 75012 Paris

Telephone: +33 1 53 46 10 00

Email: [email protected]

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -34- This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

2 RISK FACTORS ASSOCIATED WITH THE OFFER

In addition to the risk factors described in Chapter 4 "Risk Factors" of the Document de base, the investor is invited to take into account the following factors and other information contained in the Prospectus before deciding to invest in shares in the Company. An investment in the Company's shares carries a degree of risk. The material risks identified by the Company on the date of the AMF’s approval of the Prospectus are those described in the Document de base and those described below. If one of these risks were to materialise, the activities, financial position, results or outlook of the Group might be significantly affected. In such an event, the price of the Company's shares may fall and investors may lose all or some of the sums invested in the Company's shares. Other risks and uncertainties that are unknown to the Company at the date of the Prospectus or that it currently deems to be insignificant may exist and arise and also disrupt or have a negative effect on the activities, financial position, results and outlook of the Group as well as on the Company share price.

2.1 The Company's shares have never been traded on a financial market and are subject to market fluctuations.

Prior to the admission to trading of Company shares on the regulated market of Euronext in Paris (“Euronext Paris”), they have not been listed on any financial market. The Offering Price is not a guide to the performance of the market price of Company shares following their admission to trading on Euronext Paris. The market price , which will be established following the admission to trading of Company shares on Euronext Paris, may be subject to material fluctuations compared to the Offering Price. Although the Company has requested the admission to trading of its shares on Euronext Paris, it cannot guarantee the existence of a liquid market for its shares nor that such a market, if it develops, will last. Should no liquid market develop for the Company's shares, the market price of its shares and the ability of investors to trade their shares under conditions they deem satisfactory may be affected.

2.2 The Company’s main shareholders will continue to hold a significant percentage of the capital and may therefore exercise influence over its activities or the decisions taken by the Company

Following completion of the Offer, the Chouchan (excluding Sabine Chouchan, Catherine Chouchan and Laurent Chouchan) and Roche families, who are acting in concert in accordance with Article L. 233-10 of the French Commercial Code will continue to hold a majority of the Company’s capital and voting rights. In addition, the shares retained by the Chouchan and Roche families will be registered and thereby qualify for double voting rights. As a result, the Chouchan and Roche families may exert significant influence over the Group’s strategic decisions, and/or pass or vote against resolutions put to the Ordinary General Shareholders’ Meeting, in particular the appointment of members of the supervisory board, the approval of the annual financial statements and the distribution of dividends as well as vote against or, if they hold at least two thirds of the voting rights at extraordinary general shareholders’ meetings, approve decisions put to that meeting, in particular authorizations to carry out capital increases or issue securities, mergers or acquisitions or any other decision requiring the approval of extraordinary general shareholders’ meetings.

2.3 The sale of a large number of Company shares may have a significant impact on the Company share price

The decision of certain existing shareholders to sell some or all of their shareholdings on the market after the expiry of their lock-up undertaking (as described under Section 7.3 of the Securities Note) or prior to such expiry in the event that they are removed, or the perception that such a sale is imminent, may have a significant negative effect on the Company share price.

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -35- This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

2.4 The market price of Company shares may be affected by significant volatility

The market price of the Company's shares may be significantly affected by many factors that have an impact on the Company, its competitors or overall economic conditions and its target sector. The market price of Company shares may, in particular, fluctuate significantly in response to events such as:

- changes in the financial results or outlook of the Group or of its competitors from one period to another;

- announcements by competitors or other companies with similar activities and/or announcements about the Company's target markets, including those relating to the financial and operational performance of such companies;

- unfavourable changes in the regulatory environment of the country or markets specific to the Group's business sector or to the Group itself;

- announcements relating to changes in the Company's shareholding;

- announcements regarding changes to the management team; and

- announcements on the scope of Group assets (acquisitions, disposals, etc.).

Moreover, financial markets undergo significant fluctuations that are not always connected to the results and outlook of the listed companies. Such market fluctuations, as well as the economic situation may, therefore, also significantly affect the market price of the Company’s shares.

2.5 If the Underwriting Agreement is not signed or terminated, the Offer will be cancelled together with any trading on an as-if-and-when-delivered basis (sous la forme de promesses d’actions) up to (and including) the settlement-delivery date

The Underwriting Agreement may not be signed or, having been signed, may be terminated under certain circumstances by the Joint Global Coordinators and Joint Bookrunners at any time up until (and including) the Offer settlement-delivery date (see Section 5.4.3 of the Securities Note).

Should the Underwriting Agreement not be signed, the Company's Initial public offering and Offer would be cancelled retroactively.

Should the Underwriting Agreement be cancelled, the Company's initial public offering, the Offer and all purchase orders would be cancelled retroactively. The OPO, the Global Placement, all purchase orders placed under these and all trades that have taken place up to (and including) the settlement- delivery date would be cancelled retroactively and would have to be settled, with each investor responsible for their own absence of gains and any costs resulting from such cancellation.

Should the Underwriting Agreement not be signed or should it be terminated, Company shares will not be admitted to trading on Euronext Paris. This information will be announced in a press release issued by the Company and a notice circulated by Euronext. In accordance with Section 6801/2 of the Euronext Harmonised Rules, Euronext cannot be held liable for any loss, suffered by any person, due to the withdrawal of the Offer by the Company and the resulting cancellation of transactions.

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -36- This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

2.6 The dividends received by investors may be lower than that stated in the Company’s dividend distribution policy

The Company has distributed dividends to its shareholders during each of the last three fiscal years. It intends to continue this policy in the future by each year offering shareholders, at the time of the annual ordinary general shareholders’ meeting, dividends of between 30% and 40% of the Group's consolidated net income during the last fiscal year ended. Nevertheless, this target is not binding on the Group. The level of future dividends will depend on a series of factors including in particular the achievement of the Group’s strategic goals, its results, its financial position, contractual restrictions applying to it or that may so apply in the future, its development opportunities, applicable legal provisions and any factor deemed relevant by the Company’s management board in the future.

2.7 Risks associated with insufficient share purchases and the cancellation of the Offer

In the event of insufficient demand, the sale initially anticipated in the Offer may be limited to the purchase orders received provided they total at least 75% of the amount of the sale initially proposed.

Accordingly, if the amount of purchase orders does not total at least 75% of the amount of the sale initially proposed, representing purchase orders for a minimum of 740,640 Existing Shares (representing €14,627,654.81 based on the lower limit of the indicative range of the Offering Price, namely €19.75), the Offer shall be cancelled and the purchase orders voided.

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -37- This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

3 KEY INFORMATION

3.1 Statement on net working capital

The Group states that, as far as it can see, its consolidated net working capital is sufficient (namely that the Group has access to sufficient cash resources and liquidity) to meet its present obligations over the 12 months from the date of the AMF’s approval of the Prospectus. 3.2 Shareholders' equity and debt

The Company’s consolidated shareholders’ equity and net financial debt at 30 April 2018, in accordance with IFRS and ESMA (European Securities and Market Authority) recommendations of March 2013 (ESMA/2013/319, paragraph 127), are as detailed below:

Shareholders’ equity and debt (in € thousands) 30 April 2018

Total current financial debt -7,980

Current financial debt with guarantees

Current financial debt pledged -443

Current financial debt unpledged and without guarantees -7,537

Total non-current financial debt (excluding current portion of long-term debt) -12,954

Non-current financial debt with guarantees

Non-current financial debt pledged -633

Non-current financial debt unpledged and without guarantees -12,321

Shareholders’ equity(*) (**) 56,695

Share capital 49,376

Legal reserve 1,690

Other reserves 5,629

Net debt (in € thousands)

A – Cash 22,199

B - Cash equivalents -

C - Marketable securities -

D - Liquidity (A+B+C) 22,199

E - Short-term receivables

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -38- This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

F - Short-term bank debts -2,669

G - Part of medium and long-term debts due in less than one year -5,109

H - Other short-term financial debts -202

I - Short-term current financial debts (F+G+H) -7,980

J - Short-term net financial debt (I-E-D) 14,219

K - Bank loans due in more than one year -12,562

L - Bonds issued

M - Other loans due in more than one year -392

N - Medium and long-term net financial debt (K+L+M) (a) -12,954

O - Net financial debt (J+N) 1,265

* Amount of consolidated shareholders’ equity at 30 April 2018 excluding consolidated income for the interim period.

** Amount of consolidated shareholders’ equity at 30 April 2018 after recording a dividend distribution of €5,036,000.

Moreover, the Company does not owe any indirect and contingent financial debt.

With the following exceptions, there has been no material change likely to affect the amount of medium and long-term net financial debt and the amount of shareholders’ equity excluding earnings for the period since 30 April 2018:

- Distribution of dividends and reserves totaling €9,974,000 approved by the General Shareholders’ Meeting on 30 May 20187 ;

- The Cuir Center owned-store in Marseille La Valentine closed with effect from 31 May 2018. This closure is in addition to the closure of three franchises recorded since 1 January 2018 (Roche Bobois Belfort, Roche Bobois Perpignan and Cuir Center Perpignan); and

- Opening of two stores: Roche Bobois Tyson Corner – Washington 2 (owned) and Cuir Center Mulhouse (franchised).

7 This distribution came on top of the distribution of reserves totaling €5,036,000 approved on 19 March 2018 by the Company’s General Shareholders’ Meeting.

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -39- This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

3.3 Interest of natural persons and legal entities involved in the Offer

The Joint Global Coordinators and Joint Bookrunners and/or some of their affiliates have provided, and/or may provide in the future, various banking, financial, investment, commercial and other services to the Company, its affiliates or shareholders or its officers, for which they have received or may receive remuneration.

3.4 Reasons for the Offer and intended use of the net proceeds thereof

The admission to trading of Company shares on Euronext in Paris is intended to allow Company shareholders to access liquidity and the Selling Shareholders to monetize a portion of their holdings.

The transaction will also allow the Company to raise the Group’s profile and reputation, to access a new form of financing and to increase its strategic and financial flexibility to support its development in France and abroad.

Only the Selling Shareholders will receive the proceeds of the sale of the Firm Shares and, as the case may be, the Option Shares.

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -40- This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

4 INFORMATION CONCERNING THE SECURITIES TO BE OFFERED AND ADMITTED TO TRADING

4.1 Type, class and dividend entitlement date of shares offered for sale and admitted to trading

Type and number of shares whose admission to trading is requested

The Company’s securities, for which admission to trading on the regulated market of Euronext in Paris (“Euronext Paris”) is requested are all shares composing the capital of Roche Bobois S.A., that is 9,875,216 ordinary shares (the “Existing Shares”).

The Offer (as this term is defined in Section 5.1.1 below) is for 987,521 Existing Shares sold by TXR S.r.l., the Chouchan family (through Familiale J-E.L.C. and Jean-Eric Chouchan) (the “Firm Shares”). In addition, in the event of the full exercise of the Over-allotment Option (as these terms are defined in Section 5.2.6 below), Jean-Eric Chouchan, TXR S.r.l. and Société Immobilière Roche SIR (jointly, with Familiale J-E.L.C., the “Selling Shareholders”) will sell a maximum of 148,128 additional Existing Shares (the “Option Shares”), thereby raising the number of shares in the Offer to a maximum of 1,135,649 Existing Shares. The Firm Shares and the Option Shares are together referred to as the “Offered Shares” and broken down as follows:

• Firm Shares:

Selling Shareholders Number of Firm Shares

Jean-Eric Chouchan 399,181

J-E.L.C. 292,084

T.X.R S.R.L. 296,256

• Option Shares:

Selling Number of Option Shares Shareholders

Jean-Eric Chouchan 49,376 maximum

T.X.R S.R.L. 49,376 maximum

Société Immobilière 49,376 maximum Roche SIR

Dividend entitlement date

The Offered Shares will carry immediate dividend rights (see Section 4.5 of the Securities Note relating to rights to dividends).

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -41- This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

Security name

Roche Bobois

ISIN code

FR0013344173

Ticker symbol

RBO

Compartment

Compartment B

Business sector

LEI number: 969500JZSD8O83SPU920

Industry Classification Benchmark (ICB): 3726 furnishings

Initial listing and share trading

From 9 July 2018 until the settlement-delivery date, which should take place on 10 July 2018, trading will be conducted as provided for in Article L. 228-10 of the French Commercial Code, on a single trading line called “Roche Bobois PROM”.

With effect from 11 July 2018, shares in the Company will be traded under the trading line "Roche Bobois".

4.2 Governing law and competent courts

The Company's shares are subject to French law.

Any dispute regarding the Company may only be submitted to the courts of the registered office of the Company where the Company is the defendant. If the Company is the plaintiff, the courts will be chosen based on the nature of the dispute, unless otherwise provided for in the French Code of Civil Procedure.

4.3 Form and registration of the Company's shares

Shareholders may choose to hold the Company's shares in registered or bearer form.

Pursuant to Article L. 211-3 of the French Monetary and Financial Code, shares must be registered in a securities account held by the Company or an authorised intermediary, as appropriate.

Consequently, shareholders' rights will be evidenced by registration in a securities account opened in their name in the ledgers of:

− BNP Paribas Securities Services (9, rue du Débarcadère, 93500 Pantin), mandated by the Company, for shares held in pure registered form;

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -42- This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

− an authorised intermediary of their choice and of BNP Paribas Securities Services (9, rue du Débarcadère, 93500 Pantin), mandated by the Company, for shares held in administered registered form;

− an authorised intermediary of their choice for shares held in bearer form.

Pursuant to Articles L. 211-15 and L. 211-17 of the French Monetary and Financial Code, shares are transferred from one account to another and the transfer of ownership of the shares shall be evidenced by their registration in the purchaser's account.

A listing request will be made for the Company's shares to Euroclear France's operations, which will ensure the clearing of the shares between custody account-keepers.

Based on the indicative timetable, the Company's shares are expected to be registered in securities accounts on 10 July 2018.

4.4 Currency

The Offer will be denominated in euros.

4.5 Rights attached to shares

The shares will be subject to all the provisions of the bylaws as approved by the Combined General Shareholders’ Meeting held on 30 May 2018 under the non-retroactive condition precedent, and concomitantly to the settlement-delivery of the Company's shares on Euronext Paris. Under current French law and the Company's bylaws that will govern the Company following said listing, the main rights attached to shares are as follows:

Profits – Legal reserves – Rights to dividends

Each share is a unit of ownership interest in the assets and profits and liquidation surplus of the Company which is proportional to the fraction of the share capital that it represents.

Five percent (5%) of the net profit for the year less any prior year losses will be allocated to the legal reserve fund. This allocation is no longer required once the legal reserve reaches 10% of the Company's share capital and resumes whenever, for any reason, the legal reserve falls below this percentage.

Distributable profits equal the net profits for the year, less any prior year losses and the allocation provided for in the above paragraph, plus any profits carried forward from previous years.

The General Shareholders’ Meeting held to approve the year-end financial statements may grant each shareholder, for all or a portion of the dividends paid, the option of payment of the interim or final dividends in cash or in shares.

Dividends that remain unclaimed for a period of five years from the date they are made available for payment are paid to the French Treasury.

Dividends paid to non-residents will be subject to withholding tax in France (see Section 4.11 of the Securities Note).

The Company's dividend distribution policy is set out in Section 20.3 of the Document de base.

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -43- This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

Preferential subscription rights

Unless waived by the shareholders, shares carry preferential subscription rights in the event of capital increases. Shareholders have, in proportion to the number of shares they hold, a preferential subscription right to shares issued for cash as part of an immediate or future capital increase. During the subscription period, such rights are negotiable if they are detached from shares that are themselves negotiable. If not, they are transferable under the same conditions as the shares themselves. Shareholders may individually choose to waive their preferential subscription rights (Articles L. 225-132 and L. 228-91 of the French Commercial Code).

Voting rights

The voting right attached to shares is proportional to the share capital that they represent and each share entitles its holder to one vote, it being specified that from the Company’s initial public offering all fully paid-up shares that have been registered in the same name for at least two years will enjoy double voting rights.

Where ownership of the shares is split, the voting right attached to these shares belongs to the beneficial owners for ordinary general shareholders’ meetings and to the bare owner for extraordinary general shareholders’ meetings.

By way of exception, solely in the case of split donations (donations démembrées) granted under Article 787 B of the General Tax Code, the voting right belongs to the beneficial owner as concerns decisions relating to the allocation of profits. For all other decisions, the voting right belongs to the bare owner of the jointly owned shares.

Rights to share in the Company's profitability

Company shareholders are entitled to profits as provided for in Articles L. 232-10 et seq. of the French Commercial Code.

Rights to share in any surplus in the event of liquidation

Each share confers a right to ownership of the Company's assets, a share in its profits and any liquidation surplus, equal to the proportion of share capital that it represents, without prejudice to the issuance of preferred shares.

Buy-back or conversion clauses

The Company's bylaws do not provide a buy-back or conversion clause for ordinary shares.

Identification of security holders

The Company ensures that it is informed of the composition of its shareholding under the conditions provided for by law. In this respect, the Company may avail itself of all legal provisions for the identification of the holders of securities conferring immediate or future voting rights at its General Shareholders’ Meetings.

4.6 Authorizations

Not applicable.

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -44- This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

4.7 Anticipated settlement-delivery date of the Shares

The anticipated date of the settlement-delivery of new shares is 10 July 2018 in accordance with the indicative timetable in section 5.1.1 of the Securities Note.

4.8 Restrictions on the free negotiability of the Company's shares

There are no provisions in the Company's bylaws restricting the free negotiability of the shares comprising the Company's capital.

For a detailed description of the commitments made by the Company and some of its shareholders, see Section 7.3 of the Securities Note.

4.9 French regulation on public offerings

As from admission to trading on Euronext Paris, the Company will be subject to the legal and regulatory provisions in effect in France relating to mandatory tender offers, buyout offers and squeeze-outs.

4.9.1 Mandatory tender offers

Article L. 433-3 of the French Monetary and Financial Code and Articles 234-1 et seq. of AMF General Regulation set out the conditions for the mandatory filing of a draft public offering, on terms that can be declared compliant by the AMF, for all the equity securities as well as any securities giving access to the capital or voting rights of a company whose shares are admitted to trading on a regulated market.

4.9.2 Buyout offers and squeeze-outs

Article L. 433-4 of the French Monetary and Financial Code and Articles 236-1 et seq. (buyout offer), 237-1 et seq. (squeeze-out following a buyout offer) and 237-14 et seq. (squeeze-out following any public offering) of the AMF General Regulation set out the conditions for filing a buyout offer and implementing a squeeze-out procedure involving the minority shareholders of a company whose shares are admitted to trading on a regulated market.

4.10 Takeover bids by third parties in respect of the Company's share capital during the last and current financial year

As no Company shares have been admitted to trading on a regulated market at the date of the Prospectus, no takeover bid by a third party has been launched on the Company's share capital in the last and current financial year.

4.11 French tax regime

Based on French laws and regulations in force, the following overview summarizes certain of the tax consequences that may apply to persons who become Company shareholders.

Shareholders should be informed that this information is merely a summary, provided for general information purposes. The rules referred to below may be affected by potential legislative or regulatory changes (including retroactive changes where applicable), or by a change in their interpretation by the French tax authorities.

In any event, this information does not aim to provide a comprehensive analysis of all the tax effects that may apply to persons who become Company shareholders.

Future shareholders should consult their usual tax advisor with respect to the tax regime applicable to their particular situation relating to the acquisition, ownership and disposal of the Company's shares.

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -45- This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

Non-French tax residents must also comply with the tax laws of their country of residence, which may be modified pursuant to any double tax treaty signed between France and that country.

It is further specified that, if applicable, the withholdings and deductions referred to in the following overview shall under no circumstances be borne by the Company.

Withholdings and deductions applicable to dividends received by shareholders whose residence for tax purposes is in France

(a) Natural persons who own shares of the Company as part of their private assets outside of French share savings schemes (PEAs) and who do not engage in stock market transactions under conditions similar to those characterizing the activity exercised by persons who perform such transactions on a professional basis

Non-final single flat-rate tax of 12.8%

Pursuant to Article 117 quater of the French Tax Code (“CGI”), subject to certain exceptions, in particular those that are provided for in 1 of I of Article 117 quater of the CGI, natural persons who are French residents for tax purposes are, in principle, subject to a non-final single flat-rate tax on income of 12.8% on the gross amount of distributed income. This withholding is deducted at source by the entity paying the dividend if this entity is registered in France. Where the paying entity is registered outside France, the income is declared and the corresponding tax is paid within the first 15 days of the month following the payment of the dividend, either by taxpayers themselves or by the paying entity, where it is registered in a Member State of the European Union, or in another State party to the European Economic Area Agreement having entered into a convention on administrative assistance with France to combat fraud and tax evasion and which has been mandated by the taxpayer for this purpose.

This non-final single flat-rate tax, which represents an income tax prepayment, is offset against the income tax that will be due in the year in which the income was earned, at a flat rate of 12.8%. However, taxpayers may opt for dividends to be subject to income tax at progressive rates. If such income tax prepayment exceeds the income tax due, the surplus is refunded to the taxpayer.

Shareholders who may be affected should consult their usual tax advisor to determine the possible applicability of exemptions from the mandatory single flat-rate tax of 12.8% and, where appropriate, the procedure for offsetting this tax against the amount of their income tax.

In addition, notwithstanding the place of residence, pursuant to Article 119 bis, 2 of the CGI, where dividends are paid outside France in a non-cooperative State or territory as defined in Article 238-0 A of the French CGI (an "NCST"), the dividends paid by the Company shall be subject to a 75% withholding tax on the gross amount of distributed income unless the debtor demonstrates that the dividend distribution has neither the object nor the effect of allowing, for the purpose of tax evasion, the location of the sums in question in such an NCST.

As a rule, the list of non-cooperative states and territories, published by ministerial order, is updated on an annual basis. This list and the criteria establishing inclusion thereon may be affected by potential legislative or regulatory changes, including retroactive changes where applicable. The provisions of article 238-0 A of the CGI apply to states or territories added to the list from the first day of the third month following the publication of the order.

Social contributions of 17.2%

The gross amount of any dividends paid by the Company will also be subject in full to social contributions at a total tax rate of 17.2%, breaking down as follows:

- the French general social security contribution ("CSG") of 9.9%;

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -46- This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

- social security debt repayment contribution ("CRDS"), of 0.5%;

- social security levy of 4.5%;

- additional contribution to the social security levy of 0.3%; and

- solidarity levy of 2%.

These social contributions are deducted in the same way as the non-final single flat-rate tax of 12.8%.

These social contributions are not deductible from the income tax base where dividends are subject to the single flat-tax of 12.8%. Where taxpayers opt for dividends to be subject to income tax at ordinary progressive rates, the CSG is deductible at 6.8% from the total taxable income for the year of its payment.

Shareholders should contact their usual tax advisor to determine the filing and payment procedures for both the single flat-tax of 12.8% and the applicable social contributions.

Special provisions of the French share savings schemes (PEAs) and PEAs aimed at providing financing to SMEs-ISEs ("PME-ETI" PEAs)

For holders who are French residents for tax purposes, the Company's ordinary shares are assets which are eligible for the special provisions granted to PEAs and "PME-ETI" PEAs.

A PEA, under certain conditions, entitles its holder:

- throughout the term of the PEA, to an exemption from income tax and social contributions on dividends, net capital gains and other income arising from investments made within the PEA, provided such income is reinvested in the PEA; and

- at the time the PEA is closed (if this is more than five years after it was opened) or at the time of a partial withdrawal (if occurring more than eight years after the PEA was opened), to an exemption from income tax on net capital gains generated by the investments made in the PEA. However, such capital gains remain subject to the social contributions referred to above, at a total rate that may vary depending on the date such gain was acquired or recorded.

In principle, capital losses on shares held in a PEA may be offset only against capital gains earned within the same scheme (specific rules nonetheless apply in the event the PEA is closed). Investors should consult their tax advisor on this issue.

If the exemption conditions are not met, it follows from the provisions of Article 200 A of the CGI that the net gain realized within the PEA is taxable (i) where the disposal of shares occurs within two years of its inception, at 22.5%, (ii) where the disposal of shares occurs between two and five years from the inception of the PEA, at 19%, in addition to, in any event, the aforementioned social contributions.

Since 2014, a new category of PEA, known as "PME-ETI", benefits from the same tax advantages as the conventional PEA. The maximum investment is fixed at €75,000 (€150,000 for a couple). The "PME-ETI" PEA may be held in conjunction with a conventional PEA and each taxpayer may hold only one "PME-ETI" PEA.

Shareholders should seek advice from their usual tax advisor or the entity managing their PEA or "PME- ETI" PEA to determine the tax consequences applicable to their situation.

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -47- This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

(b) Legal persons subject to corporation income tax (subject to the standard tax regime)

Dividends paid on shares owned by legal persons whose residence is in France will not, in principle, be subject to any withholding tax. However, if the dividends paid by the Company are paid outside France in an NCST, the dividends distributed by the Company shall be subject to a 75% withholding tax unless the debtor demonstrates that the dividend distribution has neither the object nor the effect of allowing, for the purpose of tax evasion, the location of the sums in question in such an NCST.

Legal persons owning shares should consult their usual tax advisor to determine the tax consequences applicable to their situation.

The Company's shareholders subject to a tax treatment other than those referred to above, particularly taxpayers whose securities transactions go beyond the management of personal assets or who have recorded their securities as assets on their business balance sheet, should seek advice from their usual tax advisor on the tax treatment applicable to their particular circumstances.

Withholdings and deductions applicable to dividends received by shareholders whose residence for tax purposes is outside France This section summarizes certain French tax consequences relating to withholdings on income from shares of the Company that could potentially apply to investors (i) who are not residents in France for tax purposes as defined in Article 4 B of the CGI or whose registered office is located outside France, and (ii) who will receive dividends from Company shares that they hold in a manner other than through a fixed base or permanent establishment subject to taxation in France.

Investors should seek advice from their usual tax advisors on the tax treatment applicable to their particular circumstances. Non-French tax residents must also comply with the tax laws of their country of residence, which may be modified pursuant to any double tax treaty signed between France and such country.

Under current French law and subject to modification pursuant to double tax treaties and exemptions set out below, the dividends paid by the Company are subject, in principle, to withholding tax, levied by the entity paying the dividends, where the beneficiary's residence for tax purposes or registered office is located outside France.

Subject to the provisions below, the rate of such withholding tax is fixed at:

- 12.8% where the beneficiary is a natural person;

- 15% where the beneficiary is an entity with its registered office in a Member State of the European Union or in another State party to the European Economic Area Agreement having entered into a convention with France on administrative assistance to combat fraud and tax evasion and which is taxed under the conditions provided for in Article 206-5 of the CGI (dealing with entities commonly referred to as "non-profit organizations") if its registered office is in France and if it fulfils the criteria set out in sections 580 et seq. of the administrative guidelines BOI-IS-CHAMP-10-50-10-40-20130325; and

- 30% in other cases, notably where the beneficiary is a legal entity. As from 1 January 2020, the withholding tax rate will be equal to the standard corporate income tax rate, which will reduce the rate to 28% from 1 January 2020, 26.5% from 1 January 2021, then to 25% from 1 January 2022.

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -48- This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

However, notwithstanding the location of the beneficiary's residence for tax purposes, place of residence or registered office, subject to the provisions of international tax treaties, if the dividends are paid outside France in an NCST, the dividends paid by the Company shall be subject to a 75% withholding tax unless the debtor demonstrates that these dividend distributions have neither the object nor the effect of allowing, for the purpose of tax evasion, the location of the sums in question in such an NCST.

This withholding tax may be reduced, or even eliminated, pursuant notably to: - Article 119 ter of the CGI, applicable under certain conditions to shareholders that are legal entities and beneficial owners of the dividends (a) having their place of effective management in a Member State of the European Union or in another State party to the European Economic Area Agreement having entered into a double tax treaty with France containing a clause providing for administrative assistance to combat fraud and tax evasion and not be regarded, under the terms of a double tax treaty entered into with a third State, as resident for tax purposes outside the European Union or the European Economic Area, (b) taking one of the forms listed in section A of Annex I to Council Directive 2011/96/EU of 30 November 2011 on the common system of taxation applicable in the case of parent companies and subsidiaries of different Member States or an equivalent form where the company has its place of effective management in a State party to the European Economic Area, (c) directly holding in absolute ownership or in bare ownership at least 10% in the share capital of the French dividend-paying company for an uninterrupted period of at least two years and meeting all the other conditions set out in this article as interpreted by the administrative guidelines BOI-RPPM-RCM-30- 30-20-10- 20160607, with the understanding however that this ownership percentage shall be reduced to 5% of the share capital of the French dividend-paying company where the legal entity that is the beneficial owner of the dividends has an ownership interest that meets the requirements set out in Article 145 of the CGI and is deprived of any possibility to offset the withholding tax (administrative guidelines BOI-RPPM-RCM-30-30-20-40-20160607), and (d) being subject, in a Member State of the European Union or in a State party to the European Economic Area Agreement where it has its place of effective management, to the corporate income tax of that State, without the possibility of an option or of being exempt, it being specified that this Article 119 ter of the CGI shall not apply to dividends paid in the context of an arrangement or a series of arrangements, having been put in place for the main purpose, or one of the main purposes, of obtaining a tax advantage that is inconsistent with the subject matter or ultimate purpose of Article 119 ter of the CGI, that are not deemed genuine when considering all the relevant facts and circumstances; or

- Article 119 quinquies of the CGI, whose provisions are commented on by the administrative guidelines BOI-RPPM-RCM-30-30-20-80-20160406, applicable to shareholders that are legal entities located in a Member State of the European Union or another State or territory having entered into a convention with France on administrative assistance to combat fraud and tax evasion and that are the subject of a procedure comparable to that referred to in Article L. 640- 1 of the French Commercial Code (or, in the absence of such a procedure, being in a state of insolvency and in a position where its recovery is clearly impossible) and meeting the other requirements set out in Article 119 quinquies of the CGI; or

- any applicable double tax treaties.

In addition, dividend payments to certain collective investment undertakings shall be exempt from withholding tax where these undertakings are incorporated under foreign law in a Member State of the European Union or another State or territory having entered into a convention with France on administrative assistance to combat fraud and tax evasion and which (i) raise capital from a number of investors with a view to investing this, in accordance with a defined investment policy, for the benefit of those investors; and (ii) present characteristics similar to those of collective investment undertakings incorporated under the laws of France meeting the requirements set out in Article 119 bis, 2 of the CGI (administrative guidelines BOI-RPPM-RCM-30-30-20-70-20170607). Such investors should seek

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -49- This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

advice from their usual tax advisor to determine how to apply these provisions to their particular circumstances.

The Company's shareholders to whom this applies should consult their usual tax advisor to determine whether they may be subject to legislation relating to NCSTs and/or to claim the right to a reduction or exemption from withholding tax and to determine how to implement these measures, as provided for notably in administrative guidelines BOI-INT-DG-20- 20-20-20-20120912 on the so-called "normal" or "simplified" procedure for tax reduction or exemption from withholding as regards double tax treaties.

Non-French tax residents must also comply with the tax laws of their country of residence, with regard to dividends paid by the Company, and that may be affected pursuant to any double tax treaty signed between France and that country.

4.11.2 Registration duties In accordance with the provisions of Article 726 I of the CGI, the transfer of the Company's shares, insofar as they are not subject to the financial transaction tax set out in Article 235 ter ZD of the CGI, will be subject to registration duties where a deed is drawn up for the transfer (whether in France or abroad) at a single proportional rate of 0.1%.

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -50- This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

5 OFFER CONDITIONS

5.1 Offer Conditions, provisional schedule and terms and conditions of subscription

5.1.1 Offer Conditions

The Offer will be made by releasing 987,521 Firm Shares, and 148,128 Option Shares in case of exercise in full of the Over-allotment Option.

It is stipulated that the Offered Shares shall be distributed as part of a global offering (the "Offering"), comprising:

• a global placement (the “Global Placement”) primarily for institutional investors comprising:

o a placement in France, and

o an international private placement in certain countries (outside the United States of America); and

• an offer to the public in France made in the form of an open price offer (offer à prix ouvert), mainly intended for individuals (the “Open Price Offer” or the “OPO”).

The distribution of shares to the public in France will comply with the provisions of Articles P 1.2.1 et seq. of Book II of the Euronext Rule Book relating to special rules applicable to French regulated markets. The distribution of the Offered Shares between the Global Placement, on the one hand, and the OPO, on the other, will be carried out based on the nature and size of the demand and in accordance with the principles laid down by Article 315-35 of the AMF General Regulation. At least 10% of the Offered Shares, before any exercise of the Over-allotment Option, will be offered as part of the OPO. As a result, if the demand expressed as part of the OPO permits it, the number of shares allotted in response to the orders issued as part of the OPO will at least be equal to 10% of the Offered Shares before any exercise of the Over-allotment Option. If the demand expressed as part of the OPO is less than 10% of the Firm Shares, the balance of the Firm Shares not allocated as part of the OPO will be offered as part of the Global Placement.

The Company will grant Joint Global Coordinators and Joint Bookrunners an Over-allotment Option (as defined in section 5.2.6 of the Securities Note) that allows subscription for a number of Option Shares representing a maximum of 15% of the number of Offered Shares, i.e. a maximum of 1,135,649 Offered Shares. The Joint Global Coordinators and Joint Bookrunners may, on a single occasion at any moment, in full or in part, exercise the Over-allotment Option, during a period of 30 calendar days from the date on which the Offering Price is set, i.e. from 6 July 2018 to 6 August 2018 inclusive.

Indicative timetable of the transaction:

22 June 2018

- Effective date of the conversion of the Company into a French société anonyme, approved by the Combined General Shareholders’ Meeting held on 30 May 2018

- [INTENTIONALLY OMITTED]

25 June 2018

- Publication of the press release announcing the Offer and the availability of the Prospectus

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -51- This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

26 June 2018

- Euronext's notice relating to the opening of the OPO

- Opening of the OPO and Global Placement

5 July 2018

- Closing of the OPO at 5:00 pm (Paris time) for purchase orders at counters and 8:00 pm (Paris time) for those via the Internet

6 July 2018

- Closing of the Global Placement at 12:00 noon (Paris time)

- Offering Price determination

- Signing of the Underwriting Agreement

- Publication of the press release indicating the Offering Price and the Offer result

- Euronext notice relating to the Offer result

- Initial listing of the Existing Shares on Euronext Paris

- Beginning of the Over-allotment Option exercise period

- Beginning of any stabilization period

9 July 2018

- Beginning of trading for the Company's shares on an as-if-and-when-delivered basis (sous la forme de promesses d’actions) on Euronext Paris (until 10 July 2018 inclusive)

10 July 2018

- Settlement-delivery of the OPO and the Global Placement

11 July 2018

- Beginning of trading for the Company's shares on Euronext Paris under the trading line “Roche Bobois”

6 August 2018

- Deadline for exercising the Over-allotment Option

- End of the stabilization period, as the case may be

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -52- This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

5.1.2 Offer amount

By way of indication, based on the midpoint of the indicative range of the Offering Price (i.e., €22.03 per share), the gross and net proceeds from the sale of the Offered Shares would be as follows:

Gross (in millions €) Net proceeds proceeds

After sale of 987,521 Firm Shares €21,755,087.63 €19,694,318.64

After sale of 1,135,649 Firm Shares and Option Shares in the €25,018,347.47 €22,869,307.30 event of full exercise of the Over-allotment Option

By way of indication, in the event of a 75% reduction of the amount of the initially-planned sale, on the basis of the low point of the indicative range of the Offering Price (i.e. €19.75 per share), (i) the gross proceeds from the sale of the Offered Shares would be around €14.63 million and (ii) the net proceeds from the sale of Offered Shares would be around €12.86 million.

5.1.3 Offer procedure and period

5.1.3.1 Principal features of the Open Price Offer

Duration of the OPO

The OPO will open on 26 June 2018 and close on 5 July 2018 at 5:00 pm (Paris time) for subscriptions at counters and 8:00 pm (Paris time) for those via the internet, if such an option is given to them by their financial intermediary. The closing date of the OPO could be modified (see section 5.3.2 of the Securities Note).

Number of shares offered as part of the OPO

A minimum of 10% of the Offered Shares (before any exercise of the Over-allotment Option) will be offered as part of the OPO.

Consequently, if the demand expressed as part of the OPO permits it, the number of shares allocated in response to the orders issued as part of the OPO will at least be equal to 10% of the number of Offered Shares (before possible exercise of the Over-allotment Option) as part of the Offer.

The number of shares offered as part of the OPO may be increased or decreased in accordance with the terms and conditions set out in section 5.1.1 "Offer Conditions " of this Securities Note.

Authorised persons, receipt and transmission of orders

The persons authorised to issue orders as part of the OPO are natural persons who are French nationals or residents in France or nationals of one of the states party to the agreement and to the protocol of the European Economic Area (Member States of the European Union, Iceland, Norway and Liechtenstein, hereinafter referred to as "States belonging to the EEA"), the mutual funds or French legal entities or nationals of one of the States belonging to the EEA, that are not, within the meaning of Article L. 233- 3 of the French Commercial Code, controlled by entities or nationals of states other than the States belonging to the EEA, as well as investment associations and clubs domiciled in France or in the States belonging to the EEA and whose members are French nationals or nationals of one of the States belonging to the EEA, subject to the stipulations found in section 5.2.1 of the Securities Note. The other

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -53- This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

persons should ensure they are informed about the local investment restrictions as indicated in section 5.2.1 of the Securities Note.

Natural persons, legal entities and mutual funds that do not have accounts in France permitting the purchase of shares as part of the OPO should, for this purpose, open such an account with an authorised intermediary when placing their orders.

The purchase order should be signed by the customer or representative or, in case of a management mandate, the agent. In the latter case, the manager should:

• either have a mandate providing the specific stipulations pursuant to which the customer has undertaken, as part of transactions in which each investor is authorised to place only one purchase order, not to place the purchase orders without having requested and obtained written confirmation from the manager that he/she has not placed an purchase order for the same securities as part of the management mandate;

• or implement any reasonable measures aimed at preventing multiple orders (for example, the manager must inform the customer that he/she has placed a purchase order on his/her behalf and that, as a result, the customer cannot place a similar purchase order directly without informing him/her in writing, before the closing of the transaction, of his/her decision so that the manager can cancel the corresponding purchase order).

Categories of orders likely to be issued in response to the OPO

Persons who wish to participate in the OPO should submit their orders to an authorised financial intermediary in France, no later than 5 July 2018 at 5:00 pm (Paris time) for purchase orders at counters and 8:00 pm (Paris time) for those via Internet, if such an option is given to them by their financial intermediary.

Pursuant to Article P 1.2.16 of Book II of the Euronext Rule Book relating to the special rules applicable to the regulated French markets, the orders will be broken down depending on the number of securities requested:

- A1 order class: from 1 to 125 shares inclusive; and - A2 order class: more than 125 shares. The OPO result notice, which will be published by Euronext will indicate possible reductions applied to the orders, it being specified that A1 order class will benefit from preferential treatment compared to A2 order class, in the event that all the orders cannot be fully met.

Furthermore, it is specified that:

• each order must relate to a minimum of 1 share;

• a single customer may issue only one order; such order may not be split between multiple financial intermediaries and should be entrusted to a single financial intermediary;

• each member of a fiscal household may transmit an order. The order of a minor will be formulated by his/her legal representative; each of these orders will enjoy benefits that are normally attached to them; in the event of reduction, it will be applicable separately to the orders of each of the said members of the fiscal household;

• no order may concern a number of shares representing more than 20% of the number of shares offered as part of the OPO;

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -54- This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

• the orders may be placed with reduction, according to the terms and conditions defined below;

• if the application of the reduction rate(s) does not result in the allotment of a whole number of shares, this number will be rounded down to the nearest whole number;

• orders are expressed as a number of shares without any indication of the price and will be deemed to be stipulated in the Offering Price; and

• the conditions for the revocability of orders are specified in section 5.3.2 of the Securities Note.

The authorised financial intermediaries in France will transmit the orders to Euronext, according to the schedule and terms and conditions specified in the OPO opening notice that will be circulated by Euronext.

It should be noted that the orders would be null and void if the Company's press release indicating the final terms and conditions of the Global Placement and the OPO has not been circulated.

Orders reduction

A1 order classes have priority over A2 order classes. A reduction rate of up to 100% can be applied to A2 order classes in order to fulfil A1 order classes. Reductions will be proportionally applied within each order category. If the application of the terms and conditions for reductions do not result in a whole number of shares, this number will be rounded down to the nearest whole number.

Orders revocation

Purchase orders received from investors online as part of the OPO can be revoked online until the closing of the OPO, on 5 July 2018 at 8:00 pm (Paris time). Investors should contact t heir financial intermediary to verify the procedures for revoking orders made via internet and whether orders transmitted through other channels are revocable and under what conditions.

Purchase orders received as part of the OPO will then be irrevocable even in the event of reduction, subject to the stipulations applicable in the event of the upward modification of the upper limit of the indicative range of the Offering Price or the parameters of the Offer (see section 5.3.2 of the Securities Note).

Result of the OPO

The result of the OPO will be announced in a Company press release and a Euronext notice, scheduled for release on 6 July 2018, unless closed early, in which case the press release and notice should be released on the day following the Offer closing date.

This notice will specify the rate of any reduction that may be applied to orders.

5.1.3.2 Principal features of the Global Placement

Duration of the Global Placement

The Global Placement will open on 26 June 2018 and close on 6 July 2018 at 12:00 noon (Paris time). If the closing date of the OPO is extended (see section 5.3.2 of the Securities Note), the closing date of the Global Placement may be extended accordingly.

The Global Placement may be closed early without prior notice (see section 5.3.2 of the Securities Note).

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -55- This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

Persons authorised to issue orders as part of the Global Placement

The Global Placement will be made primarily with institutional investors within and outside France (except for the United States of America).

Orders likely to be issued as part of the Global Placement

The orders are expressed as a number of shares or a requested amount. They may include price-related conditions.

Receipt and transmission of orders likely to be issued as part of the Global Placement

In order to be taken into account, the orders issued as part of the Global Placement should be received by one or more Joint Global Coordinators and Joint Bookrunners no later than 6 July 2018 at 12 noon (Paris time), unless closed early.

Only orders with a price denominated in euros, greater than or equal to the Offering Price, to be set as part of the Global Placement under the conditions indicated in section 5.3.1 of the Securities Note, will be taken into consideration in the allotment procedure.

Orders reduction

Orders issued as part of the Global Placement may be reduced in full or in part.

Orders revocation

Any order issued as part of the Global Placement may be revoked with the Joint Global Coordinators and Joint Bookrunners who have received this order until 6 July 2018 at 12:00 noon (Paris time), unless closed early or extended (see section 5.3.2 of the Securities Note).

Result of the Global Placement

The result of the Global Placement will be announced in a Company press release and a Euronext notice, scheduled for release on [6 July] 2018, unless closed early, in which case the press release and notice should be released on the day following the Offer closing date.

5.1.4 Revoking or suspending the Offer

If demand were to prove inadequate and if a decision were made to reduce the Offer size, the sale initially planned as part of the Offer could be limited to the purchase orders received as long as these reach at least 75% of the sale amount initially planned.

If the total number of orders received does not amount to a minimum of 75% of the sale amount initially planned, i.e. a minimum of 740,640 Offered Shares (representing a minimum amount of approximately €14.63 million on the basis of the lower limit of the indicative range of the Offering Price), the Offer will be cancelled and the subscription and purchase orders will be null and void.

Furthermore, the Offer will be completed provided that the Underwriting Agreement referred to in section 5.4.3 of the Securities Note is signed and not terminated by the settlement-delivery date.

In the event that the Underwriting Agreement is not signed, the initial public offering and the Offer will be retroactively cancelled.

In the event that the Underwriting Agreement is terminated, purchase orders placed prior to the settlement-delivery date and the Offer will be retroactively cancelled. More precisely:

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -56- This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

− the OPO, the Global Placement and all orders placed in this context would be cancelled retroactively;

− all share negotiations up to (and including) the settlement-delivery date would be cancelled retroactively and should be terminated, with each investor personally responsible for the loss of profits and costs, if any, resulting from such cancellation.

In the event of non-signature or termination of the Underwriting Agreement, this information will be announced in a press release issued by the Company and a notice issued by Euronext. In accordance with Section 6801/2 of the Euronext Harmonised Rules, Euronext cannot be held liable for any loss, suffered by any person, due to the withdrawal of the Offer by the Company and the resulting cancellation of transactions.

5.1.5 Orders reduction

See section 5.1.3 of the Securities Note for a description of the reduction of orders issued as part of the Offer.

5.1.6 Minimum or maximum number of shares to which an order can relate

See section 5.1.3 of the Securities Note for details of the minimum or maximum number of shares to which orders issued as part of the OPO can relate.

There is no minimum or maximum amount for orders issued as part of the Global Placement.

5.1.7 Purchase orders revocation

See sections 5.1.3.1 and 5.1.3.2 of the Securities Note respectively for a description of the revocation of orders issued as part of the OPO and Global Placement.

5.1.8 Payment of funds and terms and conditions for issuing the Offered Shares

The price of the Offered Shares (see section 5.3.1.1 of the Securities Note) as part of the Offer should be paid in cash by customers no later than the settlement-delivery date of the Offer, which, according to the indicative timetable, is 10 July 2018.

The shares will be registered in the customer's account as soon as possible from the date of release of the Offer result notice by Euronext, which, according to the indicative timeline, is 6 July 2018 and no later than the settlement-delivery date of the Offer, which, according to the indicative timeline, is 10 July 2018.

The payment of funds to the Selling Shareholders for the sale of the Firm Shares is scheduled to be on the expected date of the settlement-delivery of the Offer, which, according to the indicative timeline, is 10 July 2018.

The payment of funds to the Selling Shareholders for the sale of the Option Shares as part of the Over- allotment Option is scheduled no later than the second business day following the date of exercise of the Over-allotment Option.

5.1.9 Publication of the Offer results

The results and final terms and conditions of the Offer will be announced in a Company's press release and a Euronext notice, scheduled for release on 6 July 2018, unless closed early (it being however specified that the duration of the OPO may not be less than three trading days - see section 5.3.2 of the

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -57- This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

Securities Note), in which case the press release and notice should be circulated on the day following the Offer closing date.

5.1.10 Preferential subscription rights

Not applicable.

5.2 Plan for the distribution and allotment of securities

5.2.1 Category of potential investors - Countries in which the offer will be open - Restrictions applicable to the Offer

5.2.1.1 Category of potential investors and countries in which the Offer will be open

The Offer includes:

− a global placement primarily for institutional investors comprising:

• a placement in France, and

• an international private placement in certain countries (excluding the United States of America); and

− a public offering in France made in the form of an Open Price Offer, mainly intended for individuals.

5.2.1.2 Restrictions applicable to the Offer

The circulation of the Document de base, Securities Note, Prospectus, its summary or any other document or information relating to the transactions contemplated by the Securities Note or offer or sale or purchase of the Company's shares may, in certain countries, including the United States of America, be subject to specific regulations. Persons in possession of the aforementioned documents must ensure they are informed of any restrictions resulting from local regulations and comply with them. The authorised intermediaries may not accept any order from customers having an address located in a country that has instituted such restrictions and corresponding orders will be deemed null and void. Any person (including trustees and nominees) receiving the Document de base, Securities Note, Prospectus, its summary or any other document or information relating to the Offer, may only distribute it or have it sent to such countries in accordance with the applicable laws and regulations. Any person, who, for any reason whatsoever, were to transmit or permit the transmission of the aforementioned documents in such countries, must draw the recipient's attention to the stipulations of this section.

The Securities Note, Document de base, Prospectus, its summary or any other documents relating to the transactions stipulated by the Securities Note do not constitute an offer for sale or a solicitation of an offer to subscribe to or purchase securities in any country in which such an offer or solicitation would be illegal. The Securities Note, Document de base and Prospectus have not been registered or approved outside France.

The Joint Global Coordinators and Joint Bookrunners will offer the shares for sale only in accordance with the laws and regulations in force in countries where they shall make such an offer for sale.

5.2.1.2.1 Restrictions concerning the United States of America

The Company's shares have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act "), or with a local American stock market regulation authority. Consequently, the Company's shares can neither be offered, nor sold, pledged, delivered or otherwise statuto or transferred

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -58- This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

in any manner whatsoever, in the United States of America, unless the shares have been registered or as part of the exemptions to this registration provided for by the Securities Act and in accordance with the local regulations applicable in the States concerned. Thus, as part of the Offer, the Company's shares may be offered or sold only to a limited number of qualified investors (qualified institutional buyers (QIBs)) as defined by Rule 144A pursuant to the Securities Act or as part of the transactions realised outside the United States of America in accordance with Rule S pursuant to the Securities Act.

The Document de base, Securities Note, Prospectus, its summary or any other document drawn up as part of the Offer are not to be distributed in the USA.

5.2.1.2.2 Restrictions concerning the Member States of the European Economic Area (other than France)

Concerning the Member States of the European Economic Area other than France (the "Member States") that have transposed the Prospectus Directive, no action has been or will be taken to permit a public offering for the Company's shares that would require the publication of a prospectus in any of the Member States. Consequently, the Company's shares can be offered in Member States only:

• to qualified investors, as defined by the Prospectus Directive;

• to less than 150 natural persons or legal entities (other than qualified investors as defined in the Amending Prospectus Directive) per Member State; or

• under circumstances that fall within the scope of application of Article 3(2) of the Prospectus Directive.

For the requirements of this section, (i) the expression "public offering of shares" in a given Member State refers to any communication addressed to persons, in any form and using any means whatsoever, and presenting sufficient information on the terms and conditions of the offer and the securities that are part of the offer to permit an investor to make a decision to purchase or subscribe for these securities, as this definition has been, where applicable, amended in the Member State in question, (ii) the expression "Prospectus Directive" refers to Directive 2003/71/EC dated 4 November 2003, as transposed in the Member State (as amended, including by the Amending Prospectus Directive when this has been transposed by each Member State) and (iii) the expression "Amending Prospectus Directive" refers to Directive 2010/73/EU of the European Parliament and the Council dated 24 November 2010.

These sales restrictions concerning the Member States are added to any other sales restriction applicable in the Member States that have transposed the Prospectus Directive.

5.2.1.2.3 Restrictions relating to the United Kingdom

The Prospectus is distributed and intended only for persons who (i) are located outside the United Kingdom, (ii) are investment professionals (i.e. persons with professional investment experience) in accordance with Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) (the “FSMA”) Order 2005 (the "Order"), (iii) are high net worth entities or any other person within the scope of Article 49(2) (a) to (d) of the Order (“high net worth companies”, “unincorporated associations”, etc.) or (iv) are persons to whom an invitation or inducement to engage in an investment activity (within the meaning of Article 21 of the FSMA) may be lawfully communicated or transmitted (hereinafter together the “Qualified Persons”). Any invitation, offer or agreement to subscribe for the Company’s shares may only be offered or concluded with Qualified Persons. The Company’s shares referred to in the Prospectus may not be offered or issued to persons in the United Kingdom other than Qualified Persons. Any person other than a Qualified Person shall not act or rely on the Prospectus or any of its provisions. The persons responsible for the distribution of the Prospectus must comply with the legal conditions for the distribution of the Prospectus.

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -59- This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

5.2.1.2.4 Restrictions relating to Australia, Canada and Japan

The Offered Shares may not be offered or sold in Australia, Canada or Japan.

5.2.2 Pre-allocation information

This information is set out in sections 5.1.1 and 5.1.3 of the Securities Note.

5.2.3 Notification to investors

Under the OPO, investors who have placed purchase orders will be informed of their allocations through their financial intermediary.

As part of the Global Placement, investors that have placed purchase orders will be informed of their allocations by the Joint Global Coordinators and Joint Bookrunners.

5.2.4 Extension clause

None.

5.2.5 Over-allotment option

In order to cover possible over-allotments, some Selling Shareholders will consent to the Joint Global Coordinators and Joint Bookrunners, who will be represented for the purposes of stabilization transactions by the Stabilizing Agent (as this term is defined below), an over-allotment option (the “Over-allotment Option”) allowing the sale of a number of additional Existing Shares up to a limit of 15% of the number of Firm Shares under the Offer, i.e. a maximum of 1,135,649 Offered Shares, at the Offering Price (as such term is defined in section 5.3.1 of the Securities Note).

This Over-Allotment Option may be exercised by Portzamparc once at any time, in whole or in part, during a period of thirty calendar days from the date on which the Offering Price is fixed, i.e., as an indication, no later than 6 July 2018 (inclusive).

If the Over-Allotment Option is exercised, this information will be made public by means of a press release issued by the Company.

5.3 Pricing

5.3.1 Pricing method

5.3.1.1 Price of Offered Shares

The price of the Offered Shares under the Open Price Offer will be equal to the price of the Offered Shares under the Global Placement (the “Offering Price”).

It is expected that the Offering Price will be set on 6 July 2018 by the Selling Shareholders after consultation with the Company; it should be noted that this date may be postponed or brought forward as indicated in section 5.3.2 of the Securities Note.

The Offering Price will result from the comparison of the offer of the shares within the framework of the Global Placement and the requests issued by investors according to the technique known as “book building” as developed by professional practices.

This comparison will be carried out in particular on the basis of the following market criteria:

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -60- This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

− the ability of the selected investors to ensure orderly development of the secondary market;

− order of receipt of investor requests;

− quantity requested; and

− price sensitivity to investor demand.

5.3.1.2 Indicative Range of the Offering Price

The Offering Price could range between €19.75 and €24.30 per share. This range may be modified at any time up to (and including) the day scheduled for the closing of the Offer under the conditions set forth in section 5.3.2 of the Securities Note.

This information is given for information purposes only and in no way prejudices the Offering Price, which may be set outside this range under the conditions specified in section 5.3.2 of the Securities Note.

5.3.2 Procedure for publication of the Offering Price and changes to the parameters of the Offer

5.3.2.1 Offering Price determination date

It is expected that the Offering Price will be set on 6 July 2018; it should be noted that this date could be postponed if the market conditions and the results of the order book building do not allow the Offering Price to be set satisfactorily (see section 5.3.2.4 of the Securities Note).

5.3.2.2 Publication of the Offering Price and the number of Offered Shares

The Offering Price and the final number of Offered Shares will be announced to the public by a press release issued by the Company and by a notice issued by Euronext on 6 July 2018 in accordance with the indicative timeline, unless the Offering Price is set in advance, in which case the press release and the notice should be published on the day the Offering Price is set.

5.3.2.3 Modification of the range, setting of the Offering Price outside the range and modification of the number of Offered Shares

Amendments resulting in revocability of orders issued under the OPO

In the event that the upper limit of the price range is increased or the Offering Price is set above the upper limit of the price range (initial or, if applicable, modified), the following procedure will apply:

− Publication of amendments: the new terms of the Offer will be made known to the public by means of a press release issued by the Company and a notice issued by Euronext. The Company’s press release and the Euronext notice referred to above will indicate the new price range and, if applicable, the new calendar, with the new closing date of the OPO, the new date for fixing the Offering Price and the new settlement-delivery date.

− OPO closing date: the closing date of the OPO will be set in such a way that at least two trading days will elapse between the date of publication of the aforementioned press release and the new closing date of the OPO (inclusive).

− Revocability of orders issued under the OPO: all orders issued under the ОРО before the issue of the above-mentioned press release will be maintained unless they were expressly revoked before the new closing date of the ОРО, inclusive. New orders may be issued up to and including the

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -61- This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

new closing date of the ОРО whose revocability conditions are described in section 5.1.3.1 of the Securities Note.

Amendments not resulting in revocability of orders issued under the OPO

The Offering Price may be freely set below the lower limit of the indicative price range or the range may be freely adjusted downwards. The Offering Price or the new indicative price range would then be disclosed to the public under the conditions set forth in section 5.3.2.2 of the Securities Note in the absence of any significant impact on the other characteristics of the Offer.

Consequently, if the setting of the Offering Price below the lower limit of the indicative price range or if the downward change in the price range had no significant impact on the other characteristics of the Offer, the Offering Price will be made known to the public by the Company’s press release and the opinion of Euronext referred to in section 5.3.2.2 of the Securities Note, which should be published, according to the indicative timeline, on 29 may 2018, unless the Offering Price is set in advance, in which case the press release and notice should be issued on the day the Offering Price is set.

If, on the other hand, the setting of the Offering Price below the lower limit of the indicative price range or if the downward change in the price range had a significant impact on the other characteristics of the Offer, the provisions of section 5.3.2.5 below would apply.

The number of Offered Shares could also be freely amended if this amendment had no significant impact on the other characteristics of the Offer. Otherwise, the provisions of section 5.3.2.5 below would apply.

5.3.2.4 Early closing or extension of the Offer

The closing dates of the Global Placement and the ОРО may be brought forward (but the duration of the ОРО may not be less than three trading days) or extended under the following conditions:

- If the closing date is brought forward, the new closing date will be the subject of a press release issued by the Company and a notice issued by Euronext announcing this change no later than the day before the new closing date.

- If the closing date is extended, the new closing date will be the subject of a press release issued by the Company and a notice issued by Euronext announcing this change no later than the day before the initial closing date. In this case, orders issued under the Open Price Offer prior to the issuance of the Company’s press release and the Euronext notice referred to above will be maintained unless they have been expressly revoked prior to the new closing date of the OPO (inclusive).

5.3.2.5 Significant changes to the terms and conditions of the Offer

In the event of significant changes to the terms and conditions initially set for the Offer that are not provided for in the Securities Note, an additional note to the Prospectus would be submitted to the AMF for approval. Orders issued in connection with the ОРО and the Global Placement would be void if the AMF did not endorse this additional note to the Prospectus. Orders issued in connection with the OPO and the Global Placement prior to the issuance of the supplement to the Prospectus endorsed by the AMF may be revoked for at least two trading days after the issuance of the supplement to the Prospectus (see section 5.3.2.3 of the Securities Note for a description of the circumstances in which this section would apply).

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -62- This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

5.3.3 Restrictions or cancellation of preferential subscription rights

Not applicable.

5.3.4 Price disparity

No transactions have affected the capital in the last twelve months.

5.4 Investment and guarantee

5.4.1 Contact details of the underwriters

The Joint Global Coordinators and Joint Bookrunners are:

Portzamparc Groupe BNP Paribas

13, rue de la Brasserie, 44100 Nantes

Oddo BHF SCA

12, boulevard de la Madeleine, 75440 Paris Cedex 09, France

5.4.2 Contact details of the institution in charge of securities and financial services

BNP Securities Services (9, rue du Débarcadère, 93500 Pantin) will provide the Company’s securities services (keeping the register of registered shareholders) and financial services (payment of dividends).

5.4.3 Underwriting Agreement

The Offer will be subject to an Underwriting Agreement (the “Underwriting Agreement”) between the Company, the Selling Shareholders, Portzamparc Groupe BNP Paribas and Oddo BHF SCA as Joint Global Coordinators and Joint Bookrunners (the “Joint Global Coordinators and Joint Bookrunners”), acting jointly but not severally (sans solidarité entre eux).

The Joint Global Coordinators and Joint Bookrunners shall undertake to do their best to get institutional investors to purchase the Offered Shares at the Offering Price on the settlement-delivery date. This commitment does not constitute a guarantee of proper execution (garantie de bonne fin) within the meaning of Article L. 225-145 of the French Commercial Code.

The Underwriting Agreement should be signed on the day the Offering Price is set (i.e. according to the indicative calendar on 6 July 2018).

The Underwriting Agreement may be terminated by the Joint Global Coordinators and Joint Bookrunners up to (and including) the settlement-delivery date of the Offer, under certain conditions and in certain circumstances, in particular in the event of major events (such as political, financial, economic, banking or monetary event, act of war or terrorism, military action or conflict) that has or is likely to have an effect that would render impossible or jeopardise, or could jeopardise, the transaction.

In the event that the Underwriting Agreement is not signed, the initial public offering and the Offer will be retroactively cancelled.

In the event that the Underwriting Agreement is terminated, purchase orders placed prior to the settlement-delivery date and the Offer will be retroactively cancelled. More precisely:

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -63- This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

− the OPO, the Global Placement and all orders placed in this context would be cancelled retroactively;

In the event of non-signature or termination of the Underwriting Agreement, this information will be the subject of a press release issued by the Company and a notice issued by Euronext. In accordance with section 6801/2 of the Euronext Harmonised Rules, Euronext shall not be liable for any loss suffered by any person as a result of the withdrawal of the Offer by the Company and the subsequent cancellation of transactions.

5.4.4 Lock-up undertaking

This information is provided in section 7.3 of the Securities Note.

5.4.5 Settlement-delivery date of the Offered Shares

Settlement and delivery of the Offered Shares is scheduled for 10 July 2018.

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -64- This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

6 ADMISSION TO TRADING AND TRADING PROCEDURES

6.1 Admission to trading

The admission of all the Company's shares has been requested on Compartment B of Euronext in Paris.

The trading conditions of the Existing Shares will be set out in a Euronext notice to be published no later than the first trading day of these shares, i.e. 6 July 2018 according to the indicative calendar.

From 9 July 2018 until the settlement-delivery date scheduled for 10 July 2018 inclusive, these shares will be traded under the conditions of Article L. 228-10 of the French Commercial Code, on an as-if- and-when-delivered basis (promesses), under the trading line “Roche Bobois PROM”. From 11 July 2018, the Company’s shares will be traded under the trading line “Roche Bobois”.

No other application for admission to trading on a regulated market has been made by the Company.

6.2 Place of quotation

At the date of the Prospectus, the Company’s shares are not admitted to any regulated or unregulated market.

6.3 Concurrent share offering

None.

6.4 Liquidity contract

No liquidity contract relating to the Existing Shares has been entered into as of the date of the Prospectus.

It is expected that a liquidity contract in accordance with the AMAFI Code of Ethics, with an initial term of 12 months renewable by tacit agreement for successive one-year periods, be concluded, in order to promote the liquidity and regularity of the Company’s Shares listed on Euronext Paris. This liquidity contract will be implemented pursuant to the twenty-seventh resolution of the General Shareholders’ Meeting of 30 May 2018.

The Company will inform the market of the resources allocated to the liquidity contract in a press release. The liquidity contract should a priori be implemented at the end of the stabilization period.

6.5 Stabilization

Pursuant to the Underwriting Agreement referred to in section 5.4.3 of the Securities Note, Portzamparc Groupe BNP Paribas (or any entity acting on its behalf), acting as stabilization agent (the “Stabilizing Agent”), may (but shall under no circumstances be required to) carry out stabilization transactions in compliance with applicable laws and regulations, including those of EU Regulation 596/2014 of 16 April 2014 on Market Abuse and its EU Delegated Regulation 2016/1052 of 8 March 2016 (the “Delegated Regulation”). It should be pointed out that no assurance that such transactions will be implemented and that in any event the Stabilizing Agent may be terminated at any time without notice.

The purpose of stabilization transactions is to support the market price of the shares. They are likely to affect the market price of shares and may result in a higher market price than would otherwise prevail. In the event of implementation, such interventions may be carried out at any time during a period of 30 calendar days from the date on which the Offering Price is fixed, i.e. until 6 August 2018 (inclusive) according to the indicative calendar.

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -65- This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

The Stabilizing Agent will inform the competent market authorities and the public in accordance with Article 6 of the Delegated Regulations. During the stabilization period, the Stabilizing Agent will ensure the proper publication of details of all stabilization transactions no later than the end of the seventh trading day following the execution date of such transactions.

The Joint Global Coordinators and Joint Bookrunners may make over-allotments up to the number of shares covered by the Over-Allotment Option under the Offer, plus, if applicable, a number of shares representing a maximum of 5% of the size of the Offer (excluding the exercise of the Over-Allotment Option) in accordance with Article 8(b) of the Delegated Regulation.

In accordance with Article 7.1 of the Delegated Regulation, stabilization transactions may not be carried out at a price higher than the Offering Price.

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -66- This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

7 HOLDERS OF SECURITIES WISHING TO SELL

7.1 Individuals or entities wishing to sell equity securities or securities giving access to the Company’s share capital.

TXR S.r.l. is a limited liability company under Italian law with its registered office at Via Pontaccio 10, 20121 Milan.

Familiale J-E.L.C. is a French société civile whose registered office is located at 14, rue de l’Hôtel de Ville, 92200 Neuilly-sur-Seine.

Jean-Eric Chouchan was born on 29 November 1954 in Neuilly-sur-Seine, 92200, and lives at 14, rue de l’Hôtel de Ville, 92200 Neuilly-sur-Seine.

Société Immobilière Roche (SIR), a French société anonyme, whose registered office is located at 16 rue de Lyon in Paris (75012).

7.2 Number and class of securities offered by the holders of securities wishing to sell

The Company’s shares for which admission to trading on Euronext in Paris is requested are all the existing shares of the company (the “Existing Shares”). The Offered Shares subject to the Offering (as defined below) are ordinary shares with a par value of €5 (five) each, fully subscribed and fully paid up and of the same class.

7.3 Abstention and lock-up undertakings

Abstention undertaking

In the context of this Underwriting Agreement, the Company shall undertake to not proceed with the issuance, offer or assignment, and shall not grant any purchase option, in direct or indirect form (notably in the form of transactions involving derivatives having the shares as the underlying asset), regarding shares or securities granting the right, via conversion, exchange, repayment, presentation of a warrant or in any other manner, to the allocation of shares issued or to be issued and representing a percentage of the Company’s share capital, and shall not publicly express any intention to proceed with one or several of the transactions listed above in this same section, as from the date of the signing of the Underwriting Agreement and up until the end of a period of 180 days following the settlement-delivery of the Offering, except where agreed in advance in writing by the Joint Global Coordinators and Joint Bookrunners and notified to the Company; it being nevertheless stipulated that (i) any transaction completed in the context of a share buy-back programme in accordance with legal and regulatory provisions and also with applicable market rules, (ii) any shares that could be issued, offered or assigned to the employees or officers of the Company and of any companies within the same group in the context of future plans, authorised as of the date hereof or to be authorised by the Company’s General Shareholders' Meeting, and (iii) the Company’s shares that shall be issued in the context of a merger or of the acquisition of the shares or assets of another entity, subject to the beneficiary of such shares agreeing to accept this undertaking for the remaining term hereof and subject to the total number of shares issued by the Company in this context not exceeding 5% of the share capital, are excluded from the scope of application of this abstention undertaking.

Lock-up undertakings made by major shareholders

The shareholders (with the exception of Sabine Chouchan, Catherine Chouchan, and Laurent Chouchan, together representing less than 0.5% of the share capital of the Company at the date of the Prospectus) have each undertaken towards the Joint Global Coordinators and Joint Bookrunners not to, without the

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -67- This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

prior approval of the Joint Global Coordinators and Joint Bookrunners directly or indirectly, offer, pledge, lend, assign, sell or grant a sale or transfer Company’s shares, or Company’s securities granting access, either immediately or in the future, to shares in the Company held thereby, if applicable, as of the date of the signing of the undertaking, for a period of 360 days (or 180 days in the case of TXR S.r.l) following the settlement-delivery date of the Company’s shares. These shareholders have also undertaken during this period not to conclude any other contract or transaction having an equivalent economic effect, nor to publicly express the intention to carry out one or more of the transactions listed above.

These retention undertakings exclude: (a) the Offered Shares, (b) all transactions involving the Company’s shares in the context of a public takeover bid targeting the Company’s securities, (c) any shares subscribed in the context of the Offering or subsequent thereto, as well as (d) any transfer by (i) a legal entity to a company of the same group, (ii) by TXR S.r.l. to a single purchaser in the context of an off-market transaction, provided, in the cases referred to in (d), that the purchaser undertakes to retain the said shares in accordance with the same terms and conditions as the assignor and for the remaining term of the undertaking or (iii) by Jean-Eric Chouchan for the benefit of his brother and sister upon the settlement of their mother’s succession.

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -68- This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

8 EXPENDITURE LINKED TO THE OFFER

8.1 Estimated gross proceeds of the sale of the Offered Shares

Based on a price equal to the midpoint of the indicative range of the Offering Price (as defined in section 5.3.1.1 above), i.e. €22.03, the amount of the gross proceeds from the sale of the Offered Shares would be approximately €21.76 million, which could be increased to approximately €25,02 million in the event of the full exercise of the Over-allotment Option.

The Company will not receive any proceeds from the sale by the Selling Shareholders of the Offered Shares.

8.2 Estimated total expenses related to the Offering

The expenses linked to the Offer (as defined in section 5.3.1.1 above) are estimated at: approximately €2.06 million, which may be increased to approximately €2.15 million in the event of the full exercise of the Over-allotment Option, on the basis of a price set at the midpoint of the Indicative Range of the Offering Price (as defined in section 5.3.1.1 above and shall be borne by the Selling Shareholders and the Company.

The expenses related to the Offering described above will be borne in the following proportions:

- by the Selling Shareholders for an amount of €1.41 million (i.e. 68.4% of the total amount of the expenses related to the Offering), and

- by the Company for an amount of around €0.65 million (i.e. 31.6% of the total amount of the expenses related to the Offering).

8.3 Estimated net proceeds from the sale of the Offered Shares

Based on a price equal to the midpoint of the indicative range of the Offering Price (as defined in section 5.3.1.1 above), i.e. €22.03, the amount of the gross proceeds from the sale of the Offered Shares would be approximately €19.69 million, which could be increased to approximately €22.87 million in the event of the full exercise of the Over-allotment Option.

9 DILUTION

9.1 Impact of the Offering on the Company’s shareholders’ equity

Not applicable in connection with the Offer.

9.2 Amounts and percentage of the dilution resulting from the Offer

Not applicable in connection with the Offer.

9.3 Distribution of share capital and voting rights

At the date of the AMF’s approval of the Prospectus, the Company’s share capital amounted to €49,376,080 divided into 9,875,216 fully paid-up shares with a par value of €5 (five) each, all of the same class.

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -69-

The allocation of the capital and voting rights before and after the completion of the Offer, would be as follows:

After the assignment of 987,521 Existing Shares After the assignment of 1,135,649 Existing Shares and Before the assignment of 987,521 Existing Shares excluding the exercise of the Over-allotment Option the exercise of the Over-allotment Option

% of voting % of voting % of voting rights at rights at rights at Number of shares % of capital Number of shares % of capital Number of shares % of capital EGM*** EGM*** EGM***

Chouchan Family* 2,349,150 23.79% 23.79% 1,657,885 16.79% 17.67% 1,608,509 16.29% 17.28%

Roche Family 3,712,038.70 37.59% 37.59% 3,712,030 37.59% 39.57% 3,662,654 37.09% 39.35%

General total 6,061,188.70 61.38% 61.38% 5,369,915 54.38% 57.24% 5,271,163 53.58% 56.63%

Other members Chouchan 28,250 0.29% 0.29% 28,250 0.29% 0.30% 28,250 0.29% 0.30% Family**

TXR S.r.l. 3,785,777.30 38.34% 38.34% 3,489,521 35.34% 37.20% 3,440,145 34.84% 36.96%

Public 0 0% 0% 987,521 10% 5.26% 1,135,649 11.50% 6.10%

Shares resulting from 9 0.00% 0.00% 9 0.00% 0.00% 9 0.00% 0.00% fractional shares****

TOTAL 9,875,216 100.00% 100.00% 9,875,216 100.00% 100.00% 9,875,216 100.00% 100.00%

* Excluding interests by Sabine Chouchan, Catherine Chouchan and Laurent Chouchan

** Sabine Chouchan, Catherine Chouchan and Laurent Chouchan

*** There is a very slight variation between the allocation of voting rights in OGMs and EGMs due to the stripping of certain shares held by existing shareholders. In addition, the percentages in this column include double voting rights which historical shareholders benefit from after the Company’s initial public offering.

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -70- This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

In addition, during the two-year

period referred to above, the right to dividends from the new post-reverse split shares and from the old shares before the reverse split will be proportional to their respective nominal value.

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -71-

10 ADDITIONAL INFORMATION

10.1 Advisors having an involvement with the transaction

Not applicable.

10.2 Other information verified by the Statutory Auditors

Not applicable.

10.3 Expert’s report

Not applicable.

10.4 Information contained in the Prospectus that originates from a third party

Not applicable.

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -72- This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

11 UPDATE TO THE INFORMATION ON THE GROUP

Store openings

Since 1 January 2018, the Group has opened two stores: Roche Bobois Tyson Corner – Washington 2 (owned) and Cuir Center Mulhouse (franchised). These developments follow the opening of two franchised stores (Hanoi and Yekaterinburg) at the end of fiscal 2017 (and not since 1 January 2018 as indicated in section 12.1 of the Document de base).

Store Closures

The Cuir Center owned-store in Marseille La Valentine closed with effect from 31 May 2018. This closure is in addition to the closure of three franchised stores recorded since 1 January 2018 (Roche Bobois Belfort, Roche Bobois Perpignan and Cuir Center Perpignan).

Shareholders’ agreements

The description of the shareholders’ agreements in section 14.5 of the Reference Document updated as follows:

- TXR Agreement:

In connection with the admission of the ROCHE BOBOIS SA shares to trading on the regulated market of Euronext in Paris, a shareholders’ agreement was concluded between the shareholders of the ROCHE family, those of the CHOUCHAN family8 and TXR S.r.l.

The main clauses of the said agreement are as follows:

Absence of action in concert: The parties to the agreement do not act in concert between themselves vis-à-vis ROCHE BOBOIS SA and refrain from concluding any agreement relating to ROCHE BOBOIS SA constituting an action in concert (other than the concert between the ROCHE family and the CHOUCHAN family).

Governance: The Supervisory Board of ROCHE BOBOIS SA is composed of 6 members, including 2 appointed on a proposal from the ROCHE family, 1 appointed on a proposal from TXR S.r.l., 1 appointed on a proposal from the CHOUCHAN family, 1 independent member appointed on the recommendation of the ROCHE and CHOUCHAN families and 1 independent member appointed on the recommendation of TXR S.r.l. Certain thresholds are established below which each group of shareholders loses its right to propose the appointment of members of the ROCHE BOBOIS SA Supervisory Board, and there is also a threshold above which the ROCHE family may appoint an additional member. The Chairman and Vice-Chairman of the ROCHE BOBOIS SA Supervisory Board are members appointed from among the members nominated by the ROCHE and CHOUCHAN families. Each Party undertakes to vote in favour of the candidates proposed by the other Parties.

The internal rules and procedures of the ROCHE BOBOIS SA Supervisory Board include (i) a list of the decisions requiring the approval of the ROCHE BOBOIS SA Supervisory Board taken by a simple majority (ii) as well as a list of the decisions requiring the approval of the ROCHE BOBOIS SA Supervisory Board taken by a 3/4 majority.

Transfer project: During a period of 12 months following the initial listing of the ROCHE BOBOIS SA shares, TXR S.r.l. undertakes to inform the representatives of the ROCHE and CHOUCHAN families of its intention to transfer, in connection with a placement, securities representing at least 5%

8 With the exception of Sabine Chouchan, Catherine Chouchan and Laurent Chouchan.

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -73- This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

of the ROCHE BOBOIS SA share capital. Each member of the ROCHE and CHOUCHAN families shall be able to make a purchase order for the securities to be placed. TXR S.r.l. also undertakes to inform the representatives of the ROCHE and CHOUCHAN families of negotiations between TXR S.r.l. and a direct competitor of the ROCHE BOBOIS group concerning the transfer of securities representing at least 10% of the ROCHE BOBOIS SA share capital.

Right of first refusal: The ROCHE and CHOUCHAN families enjoy a right of first refusal in the event that TXR S.r.l. wishes to transfer securities representing at least 10% of the ROCHE BOBOIS SA share capital to a direct competitor of the ROCHE BOBOIS group, whether through a single transfer or multiple transfers to the same direct competitor. TXR S.r.l. must notify its transfer project to the representatives of the ROCHE and CHOUCHAN families at least 7 trading days before the transfer. The latter must notify TXR S.r.l. of the identity of the beneficiaries exercising their right of first refusal within 7 trading days after receipt of this notification. Beneficiaries who have exercised their right of first refusal then have 3 trading days to complete the transfer, it being specified that this period may be extended if regulatory approval from the competition authorities needs to be obtained before the transfer is completed. The agreement also provides for technical arrangements for the application of the right of first refusal in the event of a public takeover bid.

Duration: The agreement is to enter into force on the date of the initial listing of the ROCHE BOBOIS SA shares on the regulated market of Euronext in Paris, for a period of 3 years. The agreement will be terminated immediately if (i) TXR S.r.l. is no longer controlled by Tamburi Investment Partners S.p.A. or (ii) the voting rights of TXR S.r.l. represent less than 13% of the voting rights of ROCHE BOIS SA.

- Roche-Chouchan Agreement:

In connection with the admission of the ROCHE BOBOIS SA shares to trading on the regulated market of Euronext Paris, a shareholders’ agreement was entered inro between the shareholders of the ROCHE family and those of the CHOUCHAN family9. The agreement constitutes an action in concert between the signatories vis-à-vis ROCHE BOBOIS SA.

The main clauses of the said agreement are as follows:

Undertaking by the parties to act in concert: The parties undertake to consult one another before each general shareholders' meeting of ROCHE BOBOIS SA and before each meeting of its Supervisory Board, with a view to reaching a common understanding on the resolutions appearing on the agenda.

Lock-up undertaking: The parties undertake for a period of 6 years from the initial listing of the ROCHE BOBOIS SA shares on the regulated market of Euronext Paris, not to make any transfer of securities that would have the effect of reducing their overall holding to less than 50% of the ROCHE BOBOIS SA voting rights, it being specified that the ROCHE family has undertaken to retain at least 3,219,321 of the ROCHE BOBOIS SA shares and that the CHOUCHAN family has undertaken to retain at least 1,106,025 of the ROCHE BOBOIS SA shares.

“Dutreil” undertakings: In the event of a merger-absorption by ROCHE BOBOIS SA of ROCHE BOBOIS GROUPE SA, and if certain parties so request, new collective undertakings to retain the securities of ROCHE BOBOIS SA shall be entered into as part of the undertakings subject to the “Dutreil” scheme, and as such shall provide that certain representatives of the ROCHE BOBOIS SA and CHOUCHAN families shall retain management functions within ROCHE BOBOIS SA for the purposes of the said “Dutreil” undertakings.

9 With the exception of Sabine Chouchan, Catherine Chouchan and Laurent Chouchan.

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -74- This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail.

Governance: The Chairman of the Supervisory Board of ROCHE BOBOIS SA] is a member appointed from among the members nominated by the ROCHE family except in the event that the nomination of a member nominated by the CHOUCHAN family is made necessary to benefit from the “Dutreil” undertakings. The Vice-Chairman of the Supervisory Board of ROCHE BOBOIS SA is a member appointed from among the members nominated by the CHOUCHAN family.

Pre-emptive right : The ROCHE and CHOUCHAN families grant each other a pre-emptive right (partial or total) in the event of a proposed transfer of ROCHE BOBOIS SA shares by a member of one family to a member of the other family or to a third party, except in the event of a free transfer10. Each member of the other family has 30 trading days after receipt of the notification of the transfer project to exercise his pre-emptive right. The agreement also provides for technical arrangements for the application of the right of first refusal in the event of a public takeover bid.

Duration: The agreement is to enter into force on the date of the initial listing of the ROCHE BOBOIS SA shares on the regulated market of Euronext in Paris, for a period of 6 years. At the end of this period, the agreement shall, unless terminated by one of the parties at least three months before the expiry date, be tacitly renewed for successive periods of 3 years.

10 Refers to any (a) transfer of securities made as part of the Initial public offering, or (b) any transfer of securities made (i) within the same family, between members of that family, (ii) by a party to one of its descendants or ascendants not party to the agreement, (iii) by a party to any family holding company or by the family holding company of a party to another family holding company of the said party, (iv) when the transfer takes place through inheritance, legacy or death or (v) by Jean-Eric Chouchan for the benefit of his brother and sister upon the settlement of their mother’s succession.

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States -75-

NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN

ANNEX B FREE ENGLISH TRANSLATION OF THE REGISTRATION DOCUMENT (DOCUMENT DE BASE)

ROCHE BOBOIS S.A.S.

A French société par actions simplifiée1 with capital of €49,376,080

Registered Office: 18, rue de Lyon, 75012 Paris

RCS number 493 229 280 Paris Trade and Companies Register

DISCLAIMER

The English version of the document de base is a free translation of the official document de base prepared in France and registered with the Autorité des marchés financiers on June 4, 2018 under number I.18-046. Certain sections have been intentionally omitted.

All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions expressed therein, the original version of the document de base in French takes precedence over this translation.

1 The General Shareholders’ Meeting of Roche Bobois SA, which was held on 30 May 2018, decided to transform the Company into a French société anonyme with a management board and supervisory board, effective on the date of the Autorité des marchés financiers’ approval of the prospectus relating to admission of the Company's shares for trading on the regulated market of Euronext in Paris.

TABLE OF CONTENTS

1. PERSONS RESPONSIBLE ...... 8 1.1 Person responsible for the Document de Base ...... 8 1.2 Statement of the person responsible ...... 8 1.3 Person responsible for the financial information ...... 8 2. STATUTORY AUDITORS ...... 9 2.1 Principal statutory auditors ...... 9 2.2 Alternate statutory auditor ...... 9 3. SELECT FINANCIAL INFORMATION ...... 10 4. RISK FACTORS ...... 14 5. CORPORATE INFORMATION ...... 35 5.1 History and development of the Company ...... 35 5.1.1 Trade name and business name of the Company ...... 35 5.1.2 Location and registration number of the Company ...... 35 5.1.3 Date of incorporation and term ...... 35 5.1.4 Registered office of the Company, legal form, legislation governing its business...... 35 5.1.5 Important events in the development of the Group’s business ...... 35 5.1.6 Changes in number of stores over the past three years ...... 36 5.1.7 Changes in retail sales over the past three years ...... 38 5.2 Investments ...... 39 6. Overview of business ...... 41 6.1 General presentation ...... 41 6.2 Main competitive advantages ...... 43 6.2.1 A unique editor-distributor-franchisor model which uses renowned designers, presenting two collections per year produced by external suppliers ...... 43 6.2.2 A global player operating in 54 countries through a network of 329 stores (owned and franchises), with a strong presence in North America ...... 45 6.2.3 High-end position with global recognition ...... 46 6.2.4 A model that allows for a strong conversion of cash flows ...... 49 6.3 Strategy ...... 51 6.3.1 Pursuit of Roche Bobois’ international expansion ...... 51 6.3.2 Description of the Cuir Center Strategy ...... 54 6.3.3 Roche Bobois’ development of a B-to-B offer for hotels, restaurants and coworking spaces through a “Contract” offer ...... 54 6.3.4 Development of digitalisation ...... 54 6.4 Presentation of the global high-end furniture market ...... 55 6.4.1 Growth drivers in the high-end furnishings market ...... 58 6.4.2 Global high-end furniture market trends ...... 59 6.4.3 Presentation of markets by geographic area ...... 59 6.4.4 Overview of the competition ...... 66 6.5 Main business of the Group ...... 68 6.5.1 Products ...... 68 6.5.2 Designers ...... 71

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States

Page 2 out of 295

6.5.3 Store network ...... 73 6.5.4 Customers ...... 79 6.5.5 Supply ...... 80 6.5.6 Logistics ...... 81 6.5.7 Marketing ...... 82 6.5.8 Cuir Center ...... 84 7. ORGANISATIONAL CHART ...... 86 7.1 Structure of the Group at the registration date of the Document de Base...... 86 7.2 List of subsidiaries, branch offices, and secondary establishments ...... 87 7.3 Main intra-group flows ...... 95 8. REAL PROPERTY, FACTORIES AND EQUIPMENT ...... 96 8.1 Description of real property ...... 96 8.2 Environmental issues ...... 97

9. EXAMINATION OF RESULTS AND FINANCIAL POSITION ...... 98 9.1 General presentation ...... 98 9.1.1 Revenue ...... 98 9.1.2 Gross margin ...... 99 9.1.3 External expenses ...... 99 9.1.4 Staff costs ...... 99 9.1.5 Other operating income and expenses ...... 99 9.1.6 Financial income and expenses ...... 101 9.2 Comparison of the financial statements from the last three fiscal years...... 101 9.2.1 Establishment of operating income and net income ...... 101 9.2.2 Analysis of the balance sheet ...... 115 10. CASH AND CAPITAL ...... 123 10.1 Capital ...... 123 10.2 Information regarding loan terms and financing structure ...... 123 10.3 Cash flow ...... 127 10.4 Restriction on the use of capital...... 129 10.5 Sources of financing needed in the future ...... 129

11. RESEARCH AND DEVELOPMENT, PATENTS, LICENCES ...... 130 12. TRENDS ...... 133 13. PROFIT ESTIMATES OR OUTLOOK ...... 136 14. ADMINISTRATIVE, MANAGEMENT, AND SUPERVISORY BODIES AND EXECUTIVE MANAGEMENT ...... 137 14.1 Composition of the management board ...... 137 14.1.1 Members of the management board ...... 137 14.1.2 Biographies of the members of the management board ...... 139 14.2 Composition of the supervisory board ...... 141 14.2.1 Members of the supervisory board ...... 141 14.2.2 Biographies of members of the supervisory board ...... 144 14.3 Other corporate offices of the members of the management board and supervisory board ...... 147

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States

Page 3 out of 295

14.4 Statements relating to members of the management board and members of the supervisory board ...... 148 14.5 Conflicts of interest at the administrative and senior management levels ...... 148 15. COMPENSATION AND BENEFITS ...... 152 15.1 Compensation of corporate officers...... 152 15.2 Amounts funded by the Company to pay pensions, retirement, and other benefits to corporate officers ...... 164 15.3 Securities giving access to the Company’s share capital that have been allocated to or subscribed for by corporate officers ...... 164 16. OPERATION OF THE ADMINISTRATIVE AND MANAGEMENT BODIES ...... 165 16.1 Company Management ...... 165 16.2 Information regarding the service agreements connecting the administrative, management orsupervisory bodies, and the Company ...... 165 16.3 Supervisory board and special committees - Corporate governance ...... 165 16.3.1 Supervisory board ...... 165 16.3.2 Committees ...... 167 16.4 Corporate governance ...... 169 16.5 Corporate Social Responsibility ...... 170 17. EMPLOYEES ...... 172 17.1 Human resources ...... 172 17.1.1 Allocation by company of the Group: ...... 172 17.1.2 Allocation of staff (in full-time equivalent) by business and country: ...... 174 17.2 Equity interests and stock options of corporate officers ...... 176 17.3 Equity interest of employees in the Company's capital ...... 176 17.4 Profit-sharing and incentive schemes ...... 176

18. MAIN SHAREHOLDERS ...... 177 18.1 Allocation of share capital and voting rights ...... 177 18.2 Significant shareholders not represented on the supervisory board ...... 179 18.3 Voting rights of the main shareholders ...... 179 18.4 Control of the Company ...... 179 18.5 Agreements that could result in a change of control ...... 179 18.6 Status of pledged shares of the Company ...... 179

19. OPERATIONS WITH RELATED PARTIES ...... 180 19.1 Intra-group agreements ...... 180 19.2 Related-party transactions ...... 182 19.3 Statutory Auditors’ reports on the regulated agreements ...... 187 20. FINANCIAL REPORTING ...... 191 20.1 The Group’s consolidated financial statements, prepared in accordance with IFRS for the fiscal years ended 31 December 2015, 31 December 2016, and 31 December 2017 ...... 191

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States

Page 4 out of 295

20.2 Statutory Auditors’ report on the consolidated financial statements for the fiscal years ended 31 December 2015, 31 December 2016, and 31 December 20177 ...... 270 20.3 Dividend distribution policy ...... 275 20.4 Legal and arbitration proceedings ...... 275 20.5 Material change in commercial or financial position ...... 275

21. ADDITIONAL INFORMATION ...... 276 21.1 Share capital ...... 276 21.1.1 Amount of share capital ...... 276 21.1.2 Non-equity securities ...... 276 21.1.3 Company share buyback ...... 276 21.1.4 Securities giving access to capital ...... 277 21.1.5 Authorised capital ...... 277 21.1.6 Information regarding the capital of any member of the Group that is the subject of an option or conditional or unconditional agreement that provides for placing it under option ...... 280 21.1.7 History of the share capital ...... 281 21.2 Memorandum of association and bylaws ...... 283 21.2.1 Corporate purpose (Article 3 of the bylaws) ...... 283 21.2.2 Statutory or other provisions relating to the members of the administrative and management bodies ...... 284 21.2.3 Rights, privileges and restrictions on the Company's shares ...... 288 21.2.4 Terms for modifying shareholders’ rights ...... 289 21.2.5 General Shareholders’ Meetings...... 289 21.2.6 Measures that allow a change in control to be prevented, deferred or delayed ...... 290 21.2.7 Specific stipulations governing changes in capital ...... 291 22. IMPORTANT CONTRACTS ...... 292 23. INFORMATION FROM THIRD PARTIES, EXPERTS STATEMENTS, AND DECLARATIONS OF INTEREST ...... 293 24. DOCUMENTS ACCESSIBLE TO THE PUBLIC ...... 294 25. INFORMATION REGARDING EQUITY INTERESTS ...... 295

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States

Page 5 out of 295

Note

Definitions

In this Document de Base, and unless otherwise indicated:

− The term “Document de Base” refers to this Document de Base;

− The terms the “Company” or “Roche Bobois” refer to Roche Bobois S.A.S. (formally known as “Furn-Invest”), a French société par actions simplifiée whose registered office is located at 18, rue de Lyon, 75012 Paris, registered in the Paris Trade and Corporate Register under number 493 229 280. The General Shareholders’ Meeting of Roche Bobois S.A.S, which was held on 30 May 2018, decided to transform the Company into a French société anonyme with a management board and supervisory board, effective on the date of the AMF’s approval of the prospectus relating to the admission to trading on the regulated market of Euronext in Paris of the Company's shares. Even though at the registration date of the Document de Base the Company is still a French société par actions simplifiée, the information relating to the Company that is presented in this Document de Base takes into account in advance the transformation to a French société anonyme with a management board and supervisory board, and more generally the amendments of the bylaws and new governance rules inherent to the Company's Initial Public Offering.

− The term “Group” refers to the group of companies formed by the Company, its subsidiaries and branch offices.

Notice

Information regarding the market and competition

The Document de Base contains information regarding the Group's markets and its competitive position, notably in Chapter 6 “Overview of activities”. This information comes from studies conducted by outside sources. The publicly available information, which the Company considers to be reliable, has not been verified by an independent expert, and the Company cannot guarantee that a third party using different methods to gather, analyse or compute data on these markets would obtain the same results.

Forward-looking information

The Document de Base contains information regarding the Group’s outlook and development strategies. This information is sometimes identified by the use of a future, conditional or prospective terms such as “to consider”, “to envisage”, “to think”, “to aim”, “to expect”, “to understand”, “to have to”, “to ambition”, “to estimate”, “to believe”, “to wish”, “to be able” or, where applicable, the negative form of these same terms, or any other variant or similar terminology. This information is not historical data and must not be interpreted as a guaranty that the events and information noted will occur. This information is based on data, assumptions and estimates that the Company has deemed to be reasonable. They may evolve or be modified due to uncertainties which are in particular linked to the economic, financial, competitive and regulatory environment. This information is mentioned in various chapters of the Document de Base and contains data relating to the Group's intentions, estimates and objectives concerning, in particular, the market in which it is developing, its strategy, its growth, its results, its financial position, its cash flow and its forecasts. The forward-looking information in the Document de Base is only given as of the date of the Document de Base. The Group operates in a competitive and constantly changing environment. Thus, it can not anticipate all the risks, uncertainties or other factors

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States

Page 6 out of 295

This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail. that are likely to affect its business, their potential impact on its business, or even to what extent the occurrence of a risk or combination of risks could create considerably different results from those mentioned in any forward-looking information, it being specified that none of such forward-looking information is a guaranty of actual results.

Alternative performance indicators

The Document de Base contains some of the Group’s performance indicators which publication is not required, or that are not included in a definition prescribed by the IFRS, particularly the current EBITDA.

The Group presents these indicators because it considers them to be supplementary performance indicators that are frequently used by analysts, investors, and other bodies concerned by the evaluation of companies that work in the same market segments as the Group, and for which these indicators could prove useful to emphasize the underlying trends of the Group’s operating performance. Nevertheless, these indicators, which are used as analytical tools, are limited and should not be considered adequate substitutes for the indicators defined in the IFRS, and may not be satisfactory for comparison with similarly specified indicators of other companies (see Chapter 3 “Select financial information and other data,” Chapter 9 “Analysis of the Group’s results,” and Chapter 10 “Group Cash flow and capital” of this Document de Base for a more detailed discussion of these performance indicators, their definition and reconciliations with certain indicators in accordance with comparable IFRS accounting standards).

The Company believes that it is in compliance with ESMA provisions and guidelines “Alternative performance indicators” (ESMA/20151415) and AMF’s position in DOC-2015-12.

Rounding

Some figures (including financial data) and percentages that are presented in this Document de Base have been rounded. Therefore, the totals presented in this Document de Base may differ slightly from the amounts that would have been obtained by adding the exact (unrounded) values of these figures.

Risk factors

Investors are asked to carefully read the risk factors described in Chapter 4 “Risk factors” of this Document de Base before making any investment decisions. The occurrence of all or part of these risks is likely to have a material adverse impact on the Company's business, financial position, results, or outlook. Furthermore, other risks, which have not yet been identified or which the Company considers to be insignificant at the date of the Document de Base, could also have a material adverse impact.

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States

Page 7 out of 295

1. PERSONS RESPONSIBLE

1.1 Person responsible for the Document de Base

François Roche, Company chairman.

1.2 Statement of the person responsible

I hereby declare, upon having taken every reasonable measure for this purpose, that the information contained in this Document de Base is, to the best of my knowledge, true to the facts and does not contain any omissions that would alter its effect.

[INTENTIONALLY OMITTED]

Paris, 4 June 2018

François Roche, Company chairman

1.3 person responsible for the financial information

Guillaume Demulier

Group CFO

Address: 18, rue de Lyon, 75012 Paris

Telephone: +33 1 53 46 10 00

Email: [email protected]

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States

Page 8 out of 295

2. STATUTORY AUDITORS

2.1 Principal statutory auditors o Mazars, a French société anonyme, whose registered office is located at Tour Exaltis, 61 rue Henri Regnault, 92400 Courbevoie, registered in the Nanterre Trade and corporate register under number 784 824 153, represented by Charles Desvernois.

Start-date of first term of office: 8 December 2006

Expiration date of the current engagement: annual general shareholders’ meeting approving the financial statements for the fiscal year ended 31 December 2018. o Grant Thornton, a French société anonyme whose registered office is located at 29 rue du Pont – 92200 Neuilly sur Seine, registered in the Nanterre Trade and corporate register under number 632 013 843, represented by Solange Aiache.

Start-date of first term of office: 1 January 2017

Expiration date of the current engagement: annual general shareholders’ meeting approving the financial statements for the fiscal year ended 31 December 2019.

2.2 Alternate statutory auditor o Michel Barbet Massin, domiciled at Tour Exaltis, 61 rue Henri Regnault, 92400 Courbevoie, Start-date of first term of office: 8 December 2006

Expiration date of the current engagement: annual general shareholders’ meeting approving the financial statements for the fiscal year ended 31 December 2018.

On 19 January 2018, the Company's general meeting noted the resignation of one of its principal statutory auditors, TBA Auditeurs, a French société à responsabilité limitée, whose registered office is located at 2 rue Mouton-Duvernet, 75014 Paris, registered in the Paris Trade and Corporate Register under number 418 672 150, following the retirement of its representative, Thomas Brown. One of the alternate statutory auditors, Stéphane Demory, also resigned at that time.

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States

Page 9 out of 295

3. SELECT FINANCIAL INFORMATION

The select financial information presented in this Chapter 3 has been taken from the Group's consolidated financial statements for the fiscal years ended 31 December 2015, 2016 and 2017, which appear in Section 20.1.1 “Consolidated financial statements prepared in accordance with IFRS for the fiscal years ended 31 December 2015, 2016 and 2017” of this Document de Base.

This financial information must be read in parallel with (i) an examination of the Company's results and financial position, presented in Chapter 9 of the Document de Base and (ii) an examination of the cash flow and capital of the Company, presented in Chapter 10 of the Document de Base.

Extracts from the consolidated financial information for the fiscal years ended 31 December 2017, 2016 and 2015 (IFRS)

Select financial information from the consolidated income statement

2017 Fiscal 2016 Fiscal 2015 Fiscal

FURN-INVEST Year Year Year

Simplified income statement in €k

12 months 12 months 12 months

Sale of goods 218,372 218,576 212,925

Royalties and other services sold 30,159 29,862 27,693

TURNOVER 248,531 248,438 240,618

Cost of good sold (COGS) -91,788 -91,026 -88,221

GROSS MARGIN 58% 58% 59%

External expenses -82,912 -81,688 -80,473

Staff costs -52,476 -50,112 -46,200

Taxes and duties -3,479 -4,237 -4,198

Depreciation, amortisation and provisions -6,136 -6,343 -5,176

Other current operating income and expenses -408 -1,556 -2,041

Share of income of equity affiliates 63 190 2

EBIT BEFORE NON-CURRENT ITEMS 11,396 13,666 14,312

Other non-current operating income and expenses -177 -632 0 EBIT 11,219 13,034 14,312

Cost of net financial debt -391 -562 -778

Other financial income and expenses -636 -55 330

INCOME BEFORE TAXES 10,192 12,418 13,864

Income taxes -3,654 -3,448 -2,776

TOTAL NET INCOME 6,538 8,970 11,088

Of which Group 6,340 8,965 10,998

Of which non-controlling interests 197 5 91

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States

Page 10 out of 295

Reconciliation between the EBIT and the current EBITDA

In order to ensure that the three fiscal years presented are comparable, and to best present the Group's performance, current EBITDA is calculated using EBIT before non-recurring items, for which the following items are restated:

- the costs of opening stores

- payments in shares calculated under IFRS 2

- Depreciation, amortisation and impairments.

Therefore, the Roche Bobois and Cuir Center stores make the bulk of their sales through the supply-to- order model, meaning with products made to order, customised and manufactured on demand.

Revenue is incidentally recorded at the time of delivery to the end customer.

When opening a new store, there is consequently a lead-time of several weeks when the store incurs sales expenses (notably rent, advertising, staff costs) without beginning to generate revenue.

Opening expenses reflect these costs. They are only calculated for new openings within the fiscal year.

These costs are integrated into the EBIT before non-recurring items, and into the EBIT. They will nevertheless be restated in the presentation of the Group's current EBITDA.

Current EBITDA reconciliation 31/12/2017 31/12/2016 31/12/2015 (amount in €k)

EBIT before non-current items 11,396 13,666 14,312 Store opening costs 974 618 837 Share-based payments 2,198 956 0 Depreciation, amortisation and impairment of assets 6,432 5,573 5,886

Current EBITDA 21,000 20,813 21,034 Of which Roche Bobois 22,363 23,216 22,342 Of which Cuir Center 3,369 2,349 2,946 Of which Corporate -4,732 -4,753 -4,254

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States

Page 11 out of 295

Segment information

TURNOVER by sector (amounts in 31/12/2017 31/12/2016 31/12/2015

€k)

Roche Bobois France 80,359 32% 81,766 33% 80,205 33%

Roche Bobois USA/Canada 65,775 26% 62,324 25% 51,526 21%

Roche Bobois UK 18,844 8% 20,397 8% 23,379 10%

Roche Bobois Other Europe (*) 42,180 17% 42,919 17% 41,421 17%

Roche Bobois Others (overseas) 4,773 2% 4,721 2% 4,487 2%

Cuir Center 33,659 14% 33,344 13% 36,641 15%

Corporate 2,941 1% 2,967 1% 2,959 1%

Total turnover 248,531 100% 248,438 100% 240,618 100%

Geographic current EBITDA per brand (amount in €k) 31/12/2017 31/12/2016 31/12/2015

Roche Bobois France 3,177 2,732 2,451

Roche Bobois USA/Canada 10,409 11,252 9,515

Roche Bobois UK 2,597 3,330 4,315

Roche Bobois Other Europe 3,559 3,391 3,406

Roche Bobois Others (overseas) 2,620 2,511 2,655

Cuir Center 3,369 2,349 2,946

Corporate -4,732 -4,753 -4,254

21,000 20,813 21,034

Cash position and consolidated debt

NET DEBT / NET SURPLUS (Amounts in

31/12/2017 31/12/2016 31/12/2015

€k)

Cash and cash equivalents 29,349 21,376 14,821

Long-term financial debt -7,664 -5,054 -14,087

Short-term financial debt -11,908 -11,797 -10,303

Net debt / net surplus 9,777 4,525 -9,569

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States

Page 12 out of 295

Selected financial information from the consolidated balance sheet

FURN-INVEST 31/12/2016 31/12/2015

Simplified balance sheet 31/12/2017 €k €k €k

Non-current assets 52,696 50,872 48,041

of which goodwill and other intangible assets 7,879 7,461 7,542

of which property, plant and equipment 33,998 33,299 31,337

of which non-current financial assets and other non-current assets 10,820 10,111 9,161

Current assets 117,404 107,465 102,475

of which inventories 58,569 57,476 53,366

of which customers 16,961 16,460 18,668

of which other current receivables 12,525 12,153 15,620

Cash and cash equivalents 29,349 21,376 14,821

Total assets 170,100 158,336 150,515

Shareholders’ equity 61,731 59,618 52,099

of which capital 49,376 49,376 49,376

of which reserves and retained earnings attributable to owners of the parent company 11,544 10,633 2,864

of which total equity attributable to non-controlling interests 811 -392 -141

Non-current liabilities 14,895 10,202 17,047

of which non-current financial debt 7,664 5,054 14,087

of which non-current provisions 3,452 3,419 2,195

of which other non-current liabilities 3,779 1,729 765

Current liabilities 93,473 88,516 81,369

of which current financial debt 11,908 11,797 10,303

of which customer advances and down payments received 37,485 33,431 28,974

of which trade payables and other current debts 39,093 37,938 36,391

of which other liabilities 4,987 5,350 5,701

Total liabilities 170,099 158,336 150,515

Selected financial information from the consolidated cash flow statement

FURN-INVEST 2017 Fiscal 016 Fiscal Year 2015 Fiscal

Simplified consolidated cash flow statement Year Year €k €k €k

Cash flow from operations 18,692 24,469 13,540

Cash flow from investing activities -10,985 -8,215 -5,507

Cash flow from/(used by) financing activities 1,350 -7,617 -6,243

Impact of changes in exchange rates -764 -297 668

Increase/(decrease) in cash and cash equivalents 8,293 8,340 2,458

Opening cash and cash equivalents (including bank overdrafts) 19,946 11,606 9,149 Closing cash and cash equivalents (including bank overdrafts) 28,739 19,946 11,606

Increase/(decrease) in cash and cash equivalents 8,794 8,339 2,457

31/12/2017 31/12/2016 31/12/2015 Cash and cash equivalents 29,349 21,376 14,821 Current bank overdrafts -610 -1,430 -3,214 Closing cash and cash equivalents (including bank overdrafts) 28,739 19,946 11,606

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States

Page 13 out of 295

4. RISK FACTORS

Investors are asked to consider all of the information contained in the Document de Base, including the risk factors described in this chapter, before deciding whether to acquire or subscribe for Company shares. The Company has reviewed the risks that could have a material adverse impact on the Group, its business, its financial position, its results, its outlook, or on its ability to achieve its objectives, and believes there are no other significant risks beyond those presented herein.

Nevertheless, investors should note that other risks, unknown or whose occurrence has not been taken into account at the date of the Document de Base, that could have a material adverse impact on the Group, its business, its financial position, its results or its outlook, may or could exist.

Chart summarising risks

Section Type of risk Summary of risk 4.1 Risks relating to the Group's markets Risks related to the Demand for the Group’s products is sensitive to the economic 4.1.1 economic climate climate Risks related to The Group's results could be affected by the emergence of new 4.1.2 competition competitors or the business policies of its current competitors. Risks related to The Group’s development will depend on its ability to 4.1.3 change in demand anticipate changes in demand and identify market trends 4.2 Risks related to the Group’s business Risks related to The Group depends on its suppliers for the design, 4.2.1 production manufacture, and transport of its products Risks related to the The Group’s expansion strategy may not have the success it is 4.2.2 Group’s expansion counting on The Group could face an increase in rent and rental fees or 4.2.3 Risks related to leases non-renewal of its leases Risks related to the The Group’s use of a franchise system exposes it to several 4.2.4 franchise risks Risks related to the The development of the Group’s online offering will expose it 4.2.5 online offering to new risks 4.3 Risks related to the Group’s structure Risks related to key The Group could lose key employees or be unable to recruit 4.3.1 people and the qualified personnel required for it to expand at its desired recruitment pace Risks related to The Group’s success relies in part on its corporate identity and 4.3.2 image and reputation reputation Risks related to IT 4.3.3 The Group could be affected by a failure of its IT systems systems Risks related to Ensuring that the treatment of personal data complies with the 4.3.4 personal data applicable rules is an increasingly complex task

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States

Page 14 out of 295

Section Type of risk Summary of risk Risks related to credit The Group is exposed to a change in requirements imposed by 4.3.5 card payments credit and debit card providers 4.4 Regulatory and legal risks Risks related to The Group is subject to changes in certain laws and 4.4.1 legislative and regulations which more particularly impact its activities regulatory changes Risks related to The Group’s results and expansion are partially dependent on 4.4.2 import regulations customs duties and other import restrictions Risks related to non- 4.4.3 The risk of product non-compliance cannot be excluded compliance Counterfeiting-related The Group’s trademarks and products are exposed to 4.4.4 risks counterfeiting Risks related to The Group is exposed to a tightening of the laws and 4.4.5 changes in regulations governing labor and employment employment law Risks related to Applying IFRS 16 as at 1 January could impact the 4.4.6 applying IFRS 16 as presentation of how the Group's financial position and results at 1 January are presented 4.5 Financial risks A discrepancy in estimated asset evaluations could lead the Risks related to asset 4.5.1 Group to record accumulated depreciation that would affect impairment operating results A party to a contract entered into with the Group could default Credit and/or 4.5.2 on its contractual obligations, which would result in a counterparty risk financial loss for the Group The Company conducted a specific review of its liquidity risk 4.5.3 Liquidity risk and considers itself to be able to handle its upcoming deadlines. 4.6 Market risks The Group is exposed to changes in the exchange rate, especially between the US dollar and euro, and the British 4.6.1 Exchange rate risks pound and euro, which could significantly impact its consolidated result. The Group does not believe it is exposed to a significant risk 4.6.2 Interest rate risks due to a change in interest rates

Risks related to changes in the price The materials used in the manufacture of the Group's products 4.6.3 of raw materials and are subject to availability and price volatility constraints. energy 4.7 Insurance and hedging of risks 4.8 Legal and arbitration proceedings

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States

Page 15 out of 295

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States

Page 16 out of 295

4.1 Risks relating to the Group's markets

4.1.1 Demand for the Group’s products is sensitive to the economic climate

The dynamic nature of the Group’s markets is in part related to available household revenue. Any drop in salaries, or any drop in the availability of consumer credit could reduce this available revenue and consequently impact the expenses and potential demand for the Group’s products. A deterioration in the economic climate in one or more of the countries in which the Group is established could also result in a narrowing of the corresponding markets and a drop in demand for the Group's products.

More generally, the Group’s operating results could be negatively impacted by economic factors that are beyond the Group’s control, such as a drop in GDP, household confidence, or even the construction index.

Likewise, the development of a climate that is not conducive to commerce (increase in inflation, increase in interest rates or tax rates) could result in a decrease of overall decorating and furnishing costs or divert all or part of the Group’s clientele to less costly products.

Furthermore, since consumers often purchase furniture when buying, renting, or renovating a residence, the demand for the Group’s products, particularly for the mid-range segment, is partially linked to the price of houses, the trends noted on the real estate market, and the dynamic nature of housing loans. In an uncertain economic climate, households are likely to pay less attention to furnishing and decorating stores, and to limit their total expenses. Nevertheless, the Group generates nearly 85% of its revenue through the Roche Bobois brand, which falls within the high-end, or even luxury segment, in which consumers are less inclined to reduce their purchases in case of a deterioration in the economic climate.

Furthermore, the Group's most important market is France, which represented approximately 46% of its consolidated revenue for 2017, followed by North America (approximately 26%). The French and American furnishing markets have been experiencing positive growth since 2015. An improvement in the economic climate, the recovery of real estate markets and the enduring craze for household decoration and homewares have supported the growth in 2015 and 2016. Whether or not this trend continues in the upcoming years will in part depend on the performance of the real estate and construction sectors, as well as on the stability of low interest rates used by banks.

Whether or not the Group performs well will thus depend on the economic climate, as any deterioration in the economy could have a significantly unfavourable effect on the Company's business, financial position, results and outlook.

4.1.2 The Group's results could be affected by the emergence of new competitors or the business policies of its current competitors.

The Group’s financial results could be affected by its inability to respond to competitive pressures on its markets.

The Group competes with international, national and regional distributors specialised in decorating and furnishing, as well as stores that sell decorative and furnishing items in addition to their other products. Some competitors emphasise decorative items only, while others focus on the sale of large furniture. This competition can come from both established competitors, or more recent or future competitors. They may be present in several countries or regions where the Group is developing, but might also target just one market. It is also possible that newcomers could present a different offering, based on a new sales model, which could affect the Group’s strategy.

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States

Page 17 out of 295

The high-end segment in which the Roche Bobois brand is currently positioned has a limited number of players. Indeed, there are few direct competitors in this segment (brands like Cassina or even Minotti are exclusively in the luxury segment).

In the high-end furnishing market, the expansion of their store networks, better anticipation of customer expectations and new trends, or even economies of scale, could provide a competitive edge to certain Roche Bobois competitors, which would result in a loss of market share for the Group.

For the mid-range furnishing market, entry-level furnishing players could start competing against Cuir Center by moving upmarket and improving their product offering or market policy. Conversely, some established competitors of Cuir Center could implement aggressive pricing policies and lead the Group to reduce its margins and/or market share.

Lastly, once it develops its online offer, the Group must face competition, primarily for the Cuir Center brand, with “pure play” online stores. In addition to the fact that they generally experience the same competitive factors as retail stores in terms of product range and prices, the Group’s websites rival those of it competitors for criteria such as user-friendliness, search engine optimization (SEO), online advertising and campaigns conducted on social networking to develop traffic, payment methods, shipping and delivery options, technical assistance, or even click and collect solutions. (See Chapter 6 of this Document de Base for an analysis of the competitive environment).

Increased competition, along with the potential development of new marketing models on the mid and high-end furnishing markets, could affect the Group’s business, results, financial position, development and outlook.

4.1.3 The Group’s development will depend on its ability to anticipate changes in demand and identify market trends

The decorating and furnishing industry is marked by constantly changing customer preferences and market trends.

The Group's success relies on its ability to understand, and even anticipate its target customers’ preferences, which may vary from one geographical area to the next, and consequently to adapt its product range and sales policy. Yet the Group’s products address a wide range of customers with multiple expectations that cannot always be predicted with certainty. The Group thus might not be able to respond to the expectations of its target customers at all times. However, it should be pointed out that the Group’s strong creativity is reflected by the biannual renewal of its collections, as well as the breadth of its catalogue (more than 5,000 active references), which are precisely intended to allow it to meet its customers’ expectations as closely as possible.

The Group’s inability, in a strongly competitive climate, to design and renew a product offer that meets the expectations of its target customers in one or more of the countries where it is established could have a significantly unfavourable impact on its business, results, financial position, development and outlook.

4.2 Risks related to the Group’s business

4.2.1 The Group depends on its suppliers for the design, manufacture and transport of its products

Risks related to outsourcing design

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States

Page 18 out of 295

The items offered in the Group’s collections are primarily designed and produced by designers outside the Group and thus rely on partnerships with them.

The Group's ability to respond to the need to renew its collections consequently depends on entering and maintaining partnerships over time with talented independent designers, who offer models that match market trends and address customer expectations.

The Group regularly collaborates with some fifty designers and also has an internal design studio. Therefore, it does not consider itself to be particularly dependent on a limited number of key contributors.

Some designers benefit from Roche Bobois brand recognition from working with the Group, which helps cultivate the long-term relationships that the Group maintains with its designers.

However, the Group may encounter difficulties in recruiting talented designers or maintaining designer loyalty. The Group's inability to satisfactorily outsource the design of its products would have an unfavourable effect on its business, results, financial position, development and outlook.

The risks related to outsourcing manufacturing

Unlike most of its competitors on the high-end furnishing segment, the Group uses independent suppliers to manufacture its products (so-called “fabless” model) Roche Bobois products are manufactured exclusively in Europe in factories that are primarily based in France, Portugal and Italy. One half of the Cuir Center suppliers are located in Europe, and the other half in Asia.

The manufacture of the Group's products is entirely outsourced. Its performance depends on its ability to get quality finished products in sufficient quantity and within the time periods required to meet customer demand.

Despite the particular attention the Group provides to its product manufacturers, notably to ensure they stay financially sound and able to tackle the growth of its business, the Group cannot guaranty that one or more of them will not default at some point. Its partners may face problems with procurement of raw materials (wood, leather, etc) from their own suppliers, or issues with quality, production, financial difficulties, breach of applicable regulations or ethical standards, non-compliance with manufacturing periods, or any other factor that negatively affects the quantity or quality of products delivered. The products manufactured by the Group’s partners can also present defects in compliance with the Group's specifications.

The ability of some of the Group's suppliers to meets its procurement needs within the required periods could notably be restricted by production difficulties linked to the increase in manufacturing costs or demand. Since the Group’s products are manufactured to order, there is also a risk that the production of one or more suppliers will be interrupted or delayed, temporarily or permanently, due to economic or technical problems, such as insolvency or a lack of manufacturer liquidity, failure of production facilities, or a disturbance in manufacturing processes due to strikes, all situations which are beyond the Group's control. Repeated manufacturing delays or recurring problems with quality would have a negative effect on the Group's relations with its clientele and an unfavourable effect on its business. A delivery delay at the end of the year could also impact the Group’s results by postponing the recording of revenues in the financial statements to the following year. The Group nevertheless believes the likelihood of this risk occurring to be limited in light of its experience and the existence of substitute suppliers.

Likewise, despite the long-standing relationships maintained with the majority of its suppliers, the lack of an exclusivity clause in the manufacturing agreements for its products exposes the Group to the risk

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States

Page 19 out of 295

This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail. that one or more of them will stop partnering with the Group, which would result in an urgent need to find new suppliers. The Group's competitors could also enter an agreement with one or more of its suppliers that could compromise the Group's ability to continue to entrust the manufacture of its products to them, such as for example by asking them to sign an exclusivity agreement. The Group’s suppliers may likewise offer their services to other furniture producers or distributors, thereby contributing to increasing the competitive pressure that the Group undergoes in terms of prices. Moreover, there is a risk that one or more suppliers of the Group will try to impose higher prices or shorter payment periods and make continuing their partnership with the Group contingent on it accepting those terms.

However, it should be noted that the Group uses several suppliers, and no one supplier represents more than 20% of the manufacture of its products. The Group thus does not consider itself to be highly dependent towards any one of its suppliers.

The Group's inability to identify and sustain its partnership with quality suppliers to manufacture its products would have an unfavourable effect on its business, results, financial position, development and outlook.

Risks related to outsourcing logistics

The Group also uses outside providers to transport its products. The ability of these providers to properly perform their obligations could notably be affected by strikes or poor weather conditions, causing delivery delays. It could also be impacted by a fluctuation in fuel prices, which would result in an increase of transportation and delivery costs.

Furthermore, the Group could face logistical difficulties in case of breaches of contracts with its most important providers, which could have an unfavourable effect on deliveries and consequently on its business.

The Group's inability to transport its products under financially acceptable conditions and within the required periods would have a significantly unfavourable effect on its business, results, financial position, development and outlook.

The Group currently uses three different service providers to deliver its products from manufacturers to store warehouses in Europe as well as to two freight forwarders (one located in France and the other in Italy) to ship its products outside Europe by vessel. If one of its carriers or freight forwarders can no longer make deliveries, the Group believes it could rely on the other service providers (or on another freight forwarder) to redistribute loads that need to be delivered.

4.2.2 The Group’s expansion strategy may not have the success it is counting on

The Group’s growth will partially depend on its ability to place its brands in new territories. By 2021, the Group is notably planning to open nine of its own new Roche Bobois stores in North America, nine in Western Europe, and continue to develop through franchises in the rest of Europe and in other regions of the world like China and Russia (See Chapter 6 of this Document de Base).

This international expansion strategy might not have the success it is counting on, notably if the Group is unable to identify the appropriate locations for new stores, or poorly evaluates the potential of the locations chosen. Likewise, the Group’s lack of knowledge of a new local market, or even a lack of familiarity with the Roche Bobois brand for franchises established in new regions, could affect the Group's ability to meet its objectives within the periods planned.

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States

Page 20 out of 295

The Group’s ability to attract customers to its new stores will also depend on the success of the commercial spaces like city centres, shopping malls and peripheral commercial areas in which they will be established, and any significant drop in customer visits to these shopping spaces could negatively impact the Group’s sales.

The success of the Group’s new facilities will also depend on the financial terms of the leases (for specific stores), hiring and retention of qualified personnel, as well as the level of local competition.

The expansion of the store network lastly increases the Group's operational complexity, which makes it necessary to adequately strengthen its logistical, financial monitoring, and product quality and compliance systems, as well as to recruit and train qualified personnel. Any delay in developing and adapting required expertise internally, structures and financial monitoring, or product quality measures, and their compliance with the Group's specifications, necessary to control this growth, whilst ensuring the quality of the Group’s products and services and thus the sustainability of its brands, could impact its business or margins.

Generally, the Group's inability to ensure its expansion under good conditions could have a significantly unfavourable effect on its activity, results, financial position, development and outlook.

4.2.3 The Group could be faced with an increase in rent and rental fees or non-renewal of its leases

The Group only owns four stores (Annecy, Bologna, Los Angeles, Fribourg), out of the 114 it operates. Rental of its store premises thus represents a considerable share of the Group's fixed expenses (amount of rent and rental fees for all business premises (stores, offices, warehouses, etc.) was €23,501 thousand in 2017).

The Group's store leases generally provide for: (i) a fixed rent, with rent reviews every year or increases in rent and rental fees at regular intervals during the following years throughout the term of the respective lease, or (ii) some rents and rental fees may be indexed on the revenues earned or entail a variable part based on the revenue earned. A significant increase in all or part of these rents and rental fees could have negative consequences for the margins of the respective stores.

The Group is also exposed to the risk of its leases abroad not being renewed, especially those in the United States, Germany, Belgium or Italy where the parties enter into one-on-one negotiations at the end of the lease, which could result in the lease not being renewed if the parties do not reach an agreement. On the other hand, this risk is limited in France because under commercial leases, the leasee has the right to renew the lease as long as it can prove continuous operations. The Group may face the risks of not having its current leases and rental fees maintained at the time of renewals, or of it being impossible to renew the lease under favourable conditions for reasons separate and apart from the will of the parties, such as applicable property laws and regulations, the conditions inherent to the local real estate market, the competition targeting privileged locations, and the Group's relations with current and future lessors.

In the event that the leases are not renewed, the Group’s ability to continue to do business in the geographic areas concerned will depend on whether or not it is possible for it to lease an appropriate alternate location under favourable terms (themselves dependent on similar factors), or its ability to replace them with an online offer. The Group could encounter difficulties in identifying attractive locations to rent to set up stores at reasonable costs. It competes with other global and regional distributors that also want to establish their businesses in similar locations.

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States

Page 21 out of 295

If the Group encounters difficulties when entering into new leases and/or does not manage to sustain its business under acceptable conditions in its existing locations, this could have a significant negative impact on the Group’s business, operating income, and financial position. 4.2.4 The Group’s use of a franchise system exposes it to several risks

Risks inherent to the use of a franchise system

The Group currently uses a franchise system, especially in its new regions, to take advantage of its franchisees’ knowledge of the local market, and limit the corresponding investments and risks. At the date of this Document de Base, the Group had 215 franchisee stores worldwide (see Section 6.2.2 of this Document de Base).

Use of a franchise system necessarily brings with it more limited control from the Group on how its products are marketed and how its trademarks and logos are used. Failure to comply by one or more franchisees with the Group’s operating guidelines, ethical, social and environmental rules, or even anti- fraud and anti-corruption legislation, could affect its image, reputation and business.

Furthermore, franchise law imposes specific rules aimed at protecting franchisees, which could lead to disputes with them. To date, the Group has not had a significant number of disputes of that type (just three over the past five years, with no significant financial impact for the Group), although it cannot rule out that others will arise in the future.

Risks related to developing the Group’s franchise network at the desired pace

Furthermore, the Group could make errors when choosing its franchisees, or be unable to establish relationships with new franchisees under favourable conditions. The latter might also be unable to effectively operate the concerned locations.

There is also a risk that franchises may close, although this risk is limited, since it is generally possible to negotiate a repurchase by a new franchisee or by the Group itself.

Occurrence of one or more of these risks related to the franchise system used by the Group could have a negative impact on the Group's business, results, financial position, development or outlook.

4.2.5 The development of the Group’s online offering will expose it to new risks

Even though online purchases from the websites of the Group's two banners were not available at the date of this Document de Base, the Group has invested in these websites, thus generating a significant audience, with 5.6 million unique visits for Roche Bobois, and 1.2 million for Cuir Center in 2017. The Group's strategy is to rely on this strong web audience to develop an e-commerce offer for its two brands starting next year. The Group is thus planning to extend its current model, which allows its customers to view the Group's products online before going to the store to place an order, and move to a full online sales offering.

This new stage assumes the use of third parties for certain software to process orders and payments, and could expose the Group to difficulties of integrating the online platform into its network of stores (in order to allow, for example, customers to benefit from an after-sales service at the store that is closest to their domicile).

Furthermore, the Group’s IT infrastructure will necessarily be more extensive, which will increase the risk of the Group's website becoming unavailable due to defects or updates needed for its systems. The Group will in turn be exposed to an increase in costs that are linked not only to maintaining its IT system, but also its Internet referencing strategy.

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States

Page 22 out of 295

The development of its e-commerce activities will also expose the Group to pirating risks that could lead to customer complaints. In particular, the Group could be held liable in the event of credit card fraud if the online payment systems do not have the necessary security. The Group's inability to adequately monitor fraudulent transactions and manage amounts due could have an unfavourable effect on its activity, financial position and results.

The Group's e-commerce activities entail numerous risks, which notably include:

- vulnerability to phishing, pirating and violation of systems that could expose the Group to regulatory measures or customer complaints likely to tarnish its reputation or harm its business; - the risk that customers will encounter difficulties in the context of using websites, making them less inclined to use them, contrary to what the Group predicted, or if they are not confident about their security level; - logistical difficulties that could compromise the ability to satisfactorily deliver products to customers, - a proliferation of negative comments left by unhappy customers on the Internet or social networking sites, which could dissuade potential customers from consulting the Group's online offer; - a failure to comply with the national, European or international laws, including those inherent to protecting privacy; and - exposure to additional costs connected to the need to invest in managing its image and online presence.

The Group's inability to adequately respond to these risks and uncertainties could reduce the revenues it generates through e-commerce and tarnish its brand and reputation. Likewise, nothing guarantees that the resources devoted to this effort will contribute to increasing its revenues or to strengthening its operating performance.

It should however be noted that online sales only represented 5% of the world high-end furniture market in 2016, and that the online offer envisaged by the Group is not intended to represent a significant portion of the revenues, notably for the Roche Bobois brand, whose high-end positioning targets a clientele that is more likely to make their purchases in a store than online.

4.3 Risks related to the Group’s structure

4.3.1 The Group could lose key employees or be unable to recruit the qualified personnel required for it to expand at its desired pace

The Group’s success and its future growth partially depend on certain key people, including Gilles Bonan, chairman of the management board of Roche Bobois Group, Guillaume Demulier, Group CFO, Eric Amourdedieu, Group CEO, and Martin Gleize, Group International Director, who joined the Group in 1999, 2011, 2001 and 2002 respectively, and play important roles in its development. If one or more of these people were to have an accident or leave, the Group might not be able to quickly replace them, which could affect its operating performance. In an effort to retain the first three officers, the Group allocated free shares to them (on this subject, see Chart No. 10, Chapter 15 of this Document de Base below). Martin Gleize is also a shareholder of the UK subsidiary, with a 10% stake. However, there is no guarantee that they will continue to stay with the Group. The Group's expansion also requires regular recruitment of new qualified staff, in particular regional operational directors, store directors and vendors. The Group’s success will depend in part on its ability to attract, motivate and retain this staff at a pace that is consistent with its development. The Group competes with numerous other companies in this sector and beyond, to recruit and retain this personnel. To the extent that this competition is very intense, the Group might not be able to attract or retain this

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States

Page 23 out of 295

This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail. key personnel at the desired pace or under conditions that are acceptable from an economic point of view.

The Group’s ability to meet its needs in terms of staff, while controlling its labor costs, is dependent on a significant number of external factors, including the availability of qualified personnel in the regions where the Group is established, the unemployment rate in these regions, the current wage scales, any minimum wage laws, health expenses, and other insurance costs, the unionisation rates, and development of laws governing labor and employment, or other regulations inherent to the work environment. The rise in labor costs could have a negative impact on the Group's business, financial position and operating income.

The Group's inability to attract and retain this key personnel at the desired pace could have a significantly unfavourable effect on its business, results, financial position, development and outlook.

4.3.2 The Group’s success relies in part on its corporate identity and reputation

The Roche Bobois brand significantly contributed to the Group’s growth in revenue by increasing visits to its stores and generating millions of unique visits to its websites (5.6 million unique visits for Roche Bobois and 1.2 million for Cuir Center in 2017, although it should be noted that online purchasing was not available at the date of the Document de Base on the websites of the Group's two banners). Maintaining and strengthening the brand are essential to the success of its business and to the implementation of its expansion strategy.

To do so, the Group must pursue its investments to promote and position its brands, whose success will depend on its design and marketing efforts, as well as its ability to identify new trends and expectations of its target customers. The Group’s ability to achieve good results will also particularly depend on the Roche Bobois catalogue, which contains 5,000 active references, and two new collections per year. Any failure related to the renewal of this catalogue could damage the Group's business.

The Group’s brands, in particular Roche Bobois, could in particular be strongly impacted by a poor advertising campaign or by the Group's inability to maintain high service and quality levels.

The Group’s corporate identity could also be negatively impacted if its operating guidelines, which promote ethical sales practices such as environmental responsibility and ecodesign values, equitable wage practices, and compliance with the legislation on topics such as child labour, were not respected by its partners (in particular its franchisees and product manufacturers).

4.3.3 The Group could be affected by a failure of its IT systems

The development, implementation and uninterrupted performance of the equipment, network and websites of the Group, including those that may be provided by third parties, are important factors in the proper performance of the Group’s operations, management of purchases and shipping, processing of customer transactions, and monitoring of store performance.

The disturbances that are likely to impact the Group's activities have different sources which are largely beyond the Group's control, such as: loss of power and failure of telecommunication systems; errors, breakdowns, or flaws in software or IT equipment; IT viruses or other similar disturbances, fires, floods, or other natural disasters, attacks related to the network or damage caused to commercial oversight tools, as well as software and systems introduced by hackers or cybercriminals, and the performance of third party suppliers. The quality of the Group’s services is in part dependent on its ability to protect its processes and systems against unexpected, undesirable events.

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States

Page 24 out of 295

Despite light IT infrastructures, the existing security systems, data backup, access protection, user management, and emergency plans may not suffice to prevent loss of information or disturbances to the IT systems. If technological changes render the Group's IT systems obsolete, or if its IT systems prove insufficient for the Group's growth, the Group could lose customers.

Any significant slowdown or disruption of the Group's systems could result in a loss of information, causing delays in the delivery of products to its stores and customers. Moreover, a flaw that results in the unavailability of the Group’s websites could have an unfavourable impact on its business and corporate identity.

The recent enactment in the United States of rules requiring websites to be accessible to visually impaired people, along with the application of an equivalent regulation in Europe in the upcoming years, could create significant compliance costs.

Occurrence of one or more of these risks could have a negative impact on the Group's business, results, financial position, development or outlook.

4.3.4 Ensuring that personal data processing complies with applicable standards is an increasingly complex task

The laws and regulations relating to personal data processing and protection of privacy are constantly evolving and present growing complexity which varies from one country or geographical region to another. In particular, the General Data Protection Regulations (GDPR), applicable as of 25 May 2018 within the European Union, impose additional obligations for all entities that process personal data, while the sanctions provided for failing to comply with these obligations are considerably increasing.

Given the cross-border nature of the Group’s business, it processes the personal data of customers from different jurisdictions, which entails complying with local data protection requirements. Furthermore, the Group's business could require international transfers of personal data, including from the European Union to countries that do not provide an adequate level of protection. Nevertheless, the Group’s business does not entail transfers or the processing of personal data outside the European Union, Switzerland, the United States or Canada.

Failure to comply with the applicable texts in one or more countries could prove to be costly, and misuse of the personal data the Group collects from its customers could impact its reputation, or even lead to commercial and legal risks.

A large number of the purchases customers make through the Group’s various channels are made using a credit card. Furthermore, the Group collects, processes and keeps personal data relating to its customers and associates.

In order for the Group and the other market players to operate effectively, they must be able to manage and send confidential data, including credit card information, completely securely, and comply with the applicable data protection laws. The regulatory framework governing the use of individually identifiable personal data that relates to customers, employees, and other parties is complex and constantly evolving, and complying with it could lead to the Group incurring expenses in order to make its systems adjust to these requirements.

Personal customer data is processed at the level of the Group subsidiaries operating stores (invoicing, delivery), or at the country level (SMS or email ads, in particular). The relevant Group entities have been working since early 2018 to become compliant with GDPR regulations.

The Group has also appointed Eric Amourdedieu as its Data Protection Officer.

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States

Page 25 out of 295

Even though the Group strives to comply with all of the laws, regulations, and other applicable legal obligations concerning the protection of personal data and privacy, it cannot rule out the risk that it will be subject to fines or other consequences due to non-compliance with said laws or in relation to any involuntary or unauthorised use or disclosure of data that the Group keeps or manages within the context of its business. Nothing thus guarantees that the security measures established by the Group will be sufficient to prevent all violations.

Such noncompliance or violation of the rules that apply to personal data protection could result in sanctions against the Group (notably financial sanctions), as well as require it to make subsequent efforts to remedy the situation. The occurrence of such risks could negatively impact the Group’s business, financial position, results, outlook for development, and its image.

However, the Company believes that given the type of personal data the Group collects and its business, it is not highly likely the Group will be subject to sanctions or other significant financial consequences for this reason.

4.3.5 The Group is exposed to a change in requirements imposed by credit and debit card providers

To the extent that a significant portion of the Group’s sales come from customers who pay for their purchases with credit or debit cards rather than in cash, the Group is exposed to the risks related to the use of such cards.

Within the context of the payments made by credit and debit card the Group pays interbank fees, as well as other costs. These costs may increase over time and thus lead to an increase in the Group's operating expenses.

Moreover, the Group is dependent on the operating rules of the payment card systems, requirements linked to certification, and the rules governing the transfer of funds. In the event of a change or reinterpretation of the same, there could be compliance difficulties. In the event of non-compliance with requirements or applicable rules, the Group could be subject to fines and/or experience an increase in transactional fees, or no longer be able to accept credit and debit card payments from all or part of its customers.

The occurrence of one or more of these risks could have a significantly unfavourable effect on the Group's business, financial position, or operating income.

4.4 Regulatory and legal risks

4.4.1 The Group is subject to changes in certain laws and regulations which more specifically impact its business

The Group is subject to a certain number of important national, European, and international laws and regulations, which notably include those relating to combating false advertising, consumer protection, respect of privacy, the environment, health and safety, and real estate leasing. If these regulations were to change or, despite the Group’s efforts to conform to them, were violated by the Group or its suppliers, the price of some of the Group’s products could increase, or the Group could suffer delays in the delivery of its products, be subject to fines or penalties, or even have its reputation tarnished. Such a scenario could lead to a drop in demand for the Group’s products and harm its business and operating results.

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States

Page 26 out of 295

Likewise, the Group is subject to tax regulations in the various countries where it is established. Changes that occur in the tax regulations, notably the recent tax reform in the United States, could have a significantly unfavourable effect on the Group’s tax position, in particular as concerns its tax rate or the amount of its tax expenses. The Group generally bases itself on available existing interpretations of various laws and tax regulations. Nevertheless, it cannot guarantee that the competent tax authorities will agree with its interpretation of these laws.

Lastly, the Group’s business could have its VAT rates increased in the countries where it is present.

As at 31 December 2017, the Group’s products were subject to VAT or equivalent taxes (for example, sales tax in the United States) in the majority of the countries where it conducts business, according to the various rates for the countries concerned. There is no guarantee that these rates will not increase again in the future. The sale prices published by the Group include all taxes.

If the VAT rates were to subsequently increase, this would cut into the Group's profit margins unless it increased the price of its products to offset the rise in VAT. However, if the Group were to pass the VAT increase onto its customers by increasing its prices, the demand for its products might drop, which could have a significantly unfavourable effect on its business, financial position and operating income.

4.4.2 The Group’s results and expansion are partially dependent on customs duties and other import restrictions

The Group faces the usual risks related to conducting business in foreign countries, and to the importation or exportation of products from these countries including, among other things, political and economic instability, the strengthening of requirements in terms of security applicable to foreign merchandise, mandatory taxes or other charges, and restrictions on imports, exchange management, delivery delays, and increased transportation costs, the risks linked to work practices and social conflicts, manufacturing and product safety rules, environmental issues and natural disasters.

The Group is moreover subject to numerous laws and regulations, in particular those relating to customs duties, and to importation in the various countries where it is established. The Group could face a significant increase in customs duties applicable to its products in certain countries, or have to incur significant costs to comply with changes in the applicable standards and regulations, which notably might arise from protectionist measures decided by government authorities.

An increase in customs duties, or the tightening of import restrictions in certain countries could make it very difficult for the Group to establish in certain countries, as in Brazil under current regulations, or could even render an established store potentially unviable, as in Algeria. The Algerian government indeed decided on 9 July 2017 to prohibit furniture imports on its territory, where Roche Bobois had a before-tax business volume of €1,370 thousand in 2017 from its franchise. However, the impact of this decision is not very significant for the Group. More significantly, changes and recent guidelines from American policies on customs law could have a material impact on the Group’s business if they are actually applied to the furnishing sector.

A strong increase in customs duties or the establishment of drastic barriers to entry, as well as the Group’s inability to conform and adapt its business to the new regulations, recommendations, national, European or international rules, could have a significantly unfavourable effect on its business, results, financial position and outlook.

4.4.3 The risk of product non-compliance cannot be excluded

Even though the Group pays particular attention to complying with the current regulations, it cannot rule out any risk of noncompliance on its part or by its suppliers.

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States

Page 27 out of 295

Likewise, as a distributor of its products through the stores it owns, notably in the European Union, the Group is responsible for the safety of the products it sells. Despite the internal procedures established to identify faulty products, the Group could be required to remove or recall defective or hazardous products from the market, notably in the event of serious flaws, such as noncompliance with the applicable flammability rules, or products containing harmful substances that could cause bodily harm.

To date, the Group has never had to establish a product recall campaign. Claims related to defective products (a flaw in appearance or fragility of a coating, couch foam that is abnormally sagging, mechanics, motors, defective batteries), are diligently addressed by the Group and are by and large supported by the respective supplier.

However, a serial risk cannot be ruled out in case of a manufacturing flaw or if a product does not meet specifications or conform to the legitimate expectations of the Group's customers. In such a case, the Group might have to intervene with the customers concerned, or even recall the respective product. In addition to the cost and damage to image that could result, the Group cannot be sure that its suppliers would be able to quickly and satisfactorily replace the products concerned. Furthermore, the Group might not be suitably indemnified if the supplier in question does not have appropriate insurance or turns out to be insolvent. The occurrence of such incidents or recalls could have an unfavourable impact on the Group's business, financial position, or results.

Likewise, the risk of a supplier not complying with the applicable rules cannot be ruled out, and could be revealed by a survey conducted by the competent control agencies. The resulting penalties or enforcement measures could delay future imports or harm the Group's business.

Occurrence of one or more of these risks could have a negative impact on the Group's business, results, financial position, development or outlook.

4.4.4 The Group’s trademarks and products are exposed to counterfeiting

The Roche Bobois and Cuir Center brands have significant value and are essential for identifying and differentiating the Group’s products from those of its competitors, and for creating and increasing demand for its products. The Roche Bobois brand more specifically plays a key role for the Group’s image.

Even though its makes every effort to ensure its trademarks and models are protected in the main countries where it operates (see Chapter 11 of this Document de Base), the Group might not be able to obtain effective protection in each of the countries concerned. The unauthorised reproduction or any other misappropriation of its trademarks or models could result in costs for managing the resulting disputes, and could even impact its financial position. It could also tarnish its image in the minds of its key customers, and hinder its development.

To date, the Group has faced three to ten cases of model counterfeiting per month on average, representing a total average budget of €150,000/year to obtain the removal of the counterfeit items by simple request or, more rarely, through legal action. Nevertheless, it cannot be ruled out that these costs will increase in the future, as the Group becomes more well-known and its network expands.

The Group could conversely be summoned for noncompliance with the intellectual property rights of third parties, in particular if the Group develops its business to include new offers and categories of products, and invests in other geographic markets. The defense organised by the Group with regard to these claims, regardless of their merit, could be costly and time-consuming, and might divert management resources. Complaints made against the Group, if they were to succeed, could result in significant financial consequences which could lead to the Group being prohibited from selling some of

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States

Page 28 out of 295

This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail. its products. Furthermore, in order to settle the disputes, the Group might be required to stop making or modify its products, to acquire license rights from third parties, or completely stop using such rights.

In the context of these legal actions, material amounts could be claimed as damages. At the date of this Document de Base, only one significant dispute relating to intellectual property is pending. This dispute pertains to heirs of painter Pierre Vasarely, who essentially claim (a) that by selling the Group’s “VICTOR” furniture line, inspired by kinetic art (the artistic movement Vasarely belonged to), the Group allegedly tried to unduly profit from Victor Vasarely’s reputation and (b) that by distributing photogravures acquired from Latorca, the Group allegedly violated their property and moral rights. On this second point, the Group invoked its suppliers as guarantor, in conformity with the contracts between the parties. Pierre and André Vasarely requested compensation for damage in the amount of €1,010,000. The matter is pending before the Regional Court Tribunal de grande instance of Paris, and the next hearing is scheduled for 20 September 2018. The Company has provisioned €100k for this dispute in its 2017 annual financial statements. This allocation could be insufficient. However, the Group believes that this dispute does not pose a material risk on the products is sells given the small purchase volume that the “VICTOR” collection represents (around €100k per year).

Moreover, the impact that Brexit will have on the Group’s intellectual property rights and on the process for obtaining and defending these rights is not clear at this stage. It cannot be ruled out that certain intellectual property rights, such as trademarks, drawings and models, granted by the European Union, will no longer be enforceable in the United Kingdom, except for special provisions to the contrary.

The occurrence of one or more of these risks could have a significantly unfavourable effect on the Group's business, financial position, or operating income.

4.4.5 The Group is exposed to the tightening of laws and regulations that govern work and employment

The Group's business is subject to various laws and regulations governing labor and employment. A change in these rules, notably including those that govern the limit on hours worked, the extent of responsibilities, time off, mandatory health services, or even payment for additional hours, could limit the Group's ability to serve its customers, or result in an increase in operating costs, which could significantly harm the Group’s business, financial position or operating income.

A change, suspension, revocation or expiration of favourable provisions with regard to applicable laws and regulations on labor and employment or, conversely, an increase in mandatory minimum wage or social security contributions imposed by the laws, regulations, or collective agreements, could have a negative impact on the Group's business or profitability.

4.4.6 Risks related to applying IFRS 16 as at 1 January 2019

The Group's consolidated financial statements are prepared and presented according to IFRS (International Financial Reporting Standards). Any change in these accounting standards could have a significant impact on how the Group's financial position and results are presented. Some IFRS have recently been revised by the International Accounting Standards Board. In particular, implementation of IFRS 9 (Financial Instruments) and IFRS 16 (Leases) could impact how the Group prepares and presents its consolidated financial statements.

The IFRS 9 standard corresponds to the new standard on financial instruments. It must be applied for fiscal years beginning as from 1 January 2018, and is intended to replace the majority of the existing provisions in IFRS, notably IAS 39. The new standard first of all contains provisions relating to the classification, evaluation and impairment of financial instruments. The new standard also contains specific provisions relating to hedge accounting. The Group has decided not to apply this standard in

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States

Page 29 out of 295

This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail. advance. The impact of any effects from IFRS 9 on the Group's consolidated financial statements is under examination. Nevertheless, the Group is not anticipating there to be any significant impact.

The IFRS 16 standard, applicable as from 1 January 2019, which will replace IAS 17, will primarily eliminate, for lessees, the distinction that was previously made between an “operating lease” and a “finance lease”. Application of IFRS 16 will lead to including almost all of the leases on the balance sheet through the recording of an asset that represents the right to use an underlying asset and a debt representing the rent and rental fees over the expected term of the lease. The impacts expected in 2019 for the Group's consolidated financial statements are significant, given the amount of commercial lease commitments (see Note 6.1 to the consolidated financial statements). As concerns the consolidated income statement, implementation of this new standard will result in an increase in current EBITDA, EBIT before non-recurring items, and interest expense. (See Note 3 to the consolidated financial statements)

4.5 Financial risks

4.5.1 Risks related to asset impairment

The Group’s total assets include intangible assets with an indefinite life, like goodwill, as well as long- term assets such as the store walls that the Group owns, store fixtures and fittings and inventory.

The Group prepares certain estimates and projections that are in line with impairment analyses for these non-current intangible assets. It also checks the book value of these assets for impairment when an event or change in circumstances indicates that the book value might not be able to be recovered. The Group records an impairment if the book value of the underlying asset, group of assets, or operating unit exceeds its fair value.

As at 31 December 2017, goodwill totalled €4,730 thousand, and leasehold rights totalled €2,693 thousand. Based on the 2017 impairment tests, the Group has not recorded any losses in value for goodwill or leasehold rights. The stock volume net of provisions amounted to €58,569 thousand, which thus having a significant impact on the Group's balance sheet.

In the event of a discrepancy between the estimates or projections used to evaluate the fair value of these assets, or if the operating results turn out to be less than the Group’s current estimates for certain stores, the Group might have to record accumulated depreciation that would affect its operating income.

4.5.2 Credit and/or counterparty risk

The credit and/or counterparty risk is the risk that a party to a contract entered into with the Group will breach its contractual obligations, thereby leading to financial loss for the Group.

The Group prudently manages its available cash and, given both its business model, which consists of billing a significant part of the price of its products to order, and its lack of dependency on a single partner or a limited number of partners, does not consider itself to be exposed to a significant credit and/or counterparty risk at this time.

4.5.3 Liquidity risk

The Company conducted a specific review of its liquidity risk and considers itself to be able to handle its upcoming deadlines.

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States

Page 30 out of 295

4.6 Market risks

4.6.1 Risk related to exchange rates

The Group’s purchases are all denominated in euros, the currency of the Group’s consolidated financial statements. Since a significant portion of revenues is earned abroad (approximately 23% in the United States denominated in US dollars, 8% for Roche Robois UK denominated in British pounds, 3% in Switzerland denominated in Swiss francs, and 5% in Canada denominated in Canadian dollars in 2017), the Group is exposed to changes in exchange rates, especially between the US dollar and euro when income is consolidated. The exchange rate between the US dollar and euro has varied significantly over the course of the past few years, and could continue to fluctuate significantly in the future.

The change in the dollar exchange rate impacts the Group's consolidated income as follows:

− a +10% change in EUR/USD parity would generate an improvement in revenue and in current EBITDA (consolidated) of the Group of €5,626k and €1,040k as at 31 December 2017; and

− A change in EUR/USD parity of -10% would generate a decrease in revenue and in the current EBITDA (consolidated) of the Group of -€5,114k and -€947k as at 31 December 2017.

The change in the British pound exchange rate impacts the Group's consolidated income as follows:

− a +10% change in EUR/GBP parity would generate an improvement in revenue and in current EBITDA (consolidated) of the Group of €1,222k and €260k as at 31 December 2017; and

− A change in EUR/GBP parity of -10% would generate a decrease in revenue and in the current EBITDA (consolidated) of the Group of -€1,111k and -€236k as at 31 December 2017.

The Group has not made, at its current stage of development, any hedges in order to protect its business against exchange rate fluctuations.

4.6.2 Interest rate risk

The Group’s loans as at 31 December 2017 in particular include:

- a line of credit through drawdowns of €5M taken out in 2016 with Crédit Agricole - a €6M loan taken out in May 2017 from LCL, to be used for early repayment of loans previously taken out under less favourable terms, and - a €9M investment loan, also taken out in May 2017 from LCL.

These three lines of credit have a variable interest rate, based on the Euribor, to which a 100 bp margin is added in all three cases. A €3M swap was also established to partially cover the LCL line.

As at 31/12/2017, the Euribor exposure for these three lines was €11.3M, €3M of which are covered, i.e. €8.3M.

The Group is thus exposed to a fluctuation of variable interest rates, which could increase its debt servicing obligations. In case of a 1% variation (100 bp) in the three-month Euribor, the financial expenses over one year for all of these variable rate lines would vary by approximately €83,000, based on the amount of drawdowns as at 31 December 2017. With a positive cash flow, the Group would nevertheless be able to repay the amounts due under the aforementioned lines of credit, should the rates significantly increase.

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States

Page 31 out of 295

Incidentally, the Group does not subscribe for financial instruments for speculative purposes.

Consequently, the Group does not believe it is exposed to a significant risk due to a change in interest rates.

A description of the net debt as at 31 December 2017 appears in Note 4.11 to the consolidated financial statements prepared under IFRS for the fiscal year ended 31 December 2017, which appears in Section 20.1 of the Document de Base.

4.6.3 Risks related to changes in the price of raw materials and energy

The materials used in the manufacture of the Group's products are subject to availability and price volatility. Their prices may fluctuate according to a certain number of factors which are independent of the Group’s will, notably the prices of raw materials such as the prices of leather, oil, wood, and cotton, changes in supply and demand, the general economic terms, regional conflicts or disturbances, wage costs, competition, customs duties, anti-dumping duties, exchange rates and governmental regulations. Even though the Group does not directly purchase the raw materials and components used in is products, their cost is reflected in the manufacturing prices paid by the Group to its suppliers. Increases in prices paid by the Group to its suppliers could lead to an increase in the Group’s product sale prices, which could have an impact on volume.

Furthermore, energy costs have fluctuated considerably in the past. These fluctuations may be reflected in increased transportation costs for the Group for freight and distribution, and in an increase of the overall cost for purchasing products from its suppliers.

If the Group is unable to collect these cost increases from its customers, or if the higher cost of products results in a drop in demand for its products, the Group’s business, financial position, and operating costs could be negatively impacted.

4.7 Insurance and hedging of risks

The Group established a policy for hedging against its main insurable risks with coverage amounts it believes are consistent with its business.

The total amount of insurance premiums recorded for all of the Group's insurance policies totalled €1,039k during the fiscal year ended 31 December 2017.

The Group aims to maintain adequate coverage for all of its business and sites worldwide. It also periodically examines its insurance coverage, taking into account innovative risk transfer solutions offered by the insurance markets in order to make sure that the coverage conditions are adequate, that its deductibles and premiums are set at reasonable levels, and that its risk profile reflects the changes resulting from events such as the expansion of its network to new countries, and the development of new technologies.

The Company believes that its insurance policies currently cover the most probable material claims except for internal fraud (fraud from an employee, embezzlement, etc.) for which the Group does not have coverage.

The Group has several types of insurance policies, which notably cover its civil liability, any property damage, and liability due to products, product transportation, or even work accidents. In view of the diverse environments where the Group’s employees perform their duties, and the variety of tasks they

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States

Page 32 out of 295

This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail. perform, the Group might not be able to precisely plan for all at-risk business and situations to ensure they are fully covered by its insurance policies.

The Group’s insurance policies also contain exclusions, caps and deductibles that could expose it to unfavourable consequences in case of a significant event or legal actions brought against it. Furthermore, the Group could be required to indemnify third parties in case of damage that is not covered by its insurance policies or incur significant expenses that might not be covered, or be insufficiently covered, by its insurance policies.

Lastly, the costs related to the Group’s insurance could increase over time, following any incident that occurs over the history of its claims or due to a significant increase in the prices generally noted on the insurance market. Such an increase in the Group's insurance costs could have an unfavourable effect on its income and financial position.

4.8 Legal and arbitration proceedings

During the normal course of business, the Group could be involved in a certain number of judicial, administrative, criminal or arbitration proceedings, in particular as concerns franchise rules, intellectual property, taxation or labor law issues.

The Group might also be subject to disputes, tax audits, claims, and other proceedings related to its business practices, including, without limitation, complaints made by employees (for discrimination or failure to comply with the employment regulations, for example), proceedings for violations of intellectual property rights, or complaints for abusive business practices that are filed by third parties. Furthermore, the Group could be exposed to liability from products and to claims for damages for bodily harm resulting from the products it sells.

The Group is also exposed to a risk of liability or damage to its reputation if customers are hurt at its stores, if there is an incident that is not attributable to the Group, or due to faulty security conditions that are notably caused by overcrowding or due to a lack of attention from the concerned personnel during the set-up or installation of exhibition spaces. Even though incidents of this type are rare, any issue resulting from these accidents, including harm to its reputation, could impact the Group’s business.

At the date of the Document de Base, there were no governmental, judicial or arbitration proceedings, of which the Company is aware that was pending or by which the Group was threatened, likely to have or that has had significant effects on the Group’s financial position or profitability during the last 12 months, with the exception of:

- a class action brought by three employees in California regarding salary and working time for Roche Bobois’ alleged noncompliance with the legal, contractual and regulatory provisions that notably apply to commission plans, contractual minimums, and paid overtime and time off. The plaintiffs initially filed the case before the Los Angeles County Superior Court, Central Civil West Complex Division. Nevertheless, they added a federal claim, and it was transferred to Federal Court, which will hear the case. An initial hearing has been set for 2 July 2018, during which a procedural calendar will be set by the judge after interacting with the parties. It is not currently known when the case will be heard and judged. Incidentally, the federal judge ordered the parties to meet to try and find an out-of-court solution (“Alternative Dispute Resolution”). The Company allocated USD900k for this dispute in its 2017 annual financial statements. However, it cannot be ruled out that this allocation could be insufficient;

- an intellectual property dispute with the heirs of painter Victor Vasarely (see Section 11.3 of this Document de Base); the Company allocated €100k for this dispute in its 2017 annual financial statements; this allocation could turn out to be insufficient, but the Group believes that this dispute does

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States

Page 33 out of 295

This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail. not pose a material risk on the products is sells given the small purchase volume that the “VICTOR” collection represents (around €100k per year).

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States

Page 34 out of 295

5. CORPORATE INFORMATION

5.1 History and development of the Company

5.1.1 Trade name and business name of the Company

The Company name is: Roche Bobois S.A.S. (formerly Furn-Invest S.A.S.).

5.1.2 Location and registration number of the Company

The Company is registered in the Paris Trade and Corporate Register under number 493 229 280.

5.1.3 Date of incorporation and term

The Company was incorporated on 8 December 2006 for a term of 99 years starting from its registration in the Trade and Corporate Register on 14 December 2006, i.e. until 13 December 2015, unless it is extended or dissolved in advance.

5.1.4 Registered office of the Company, legal form, legislation governing its business.

The Company is currently established as a French société par actions simplifiée, with François Roche as president and Jean-Eric Chouchan as CEO.

The General Shareholders’ Meeting of Roche Bobois S.AS., which was held on 30 May 2018, decided to transform the Company into a French société anonyme with a management board and supervisory board, effective on the date of the Autorité des marchés financiers’ approval of the prospectus relating to admission of the Company's shares for trading on the regulated market Euronext Paris. Even though at the registration date of the Document de Base the Company is still a French société par actions simplifiée, the information relating to the Company that is presented in this Document de Base takes into account in advance the transformation to a French société anonyme with a management board and supervisory board, and more generally the amendments of the by-lawsand new governance rules inherent to the Company's Initial Public Offering.

The Company is governed by French law, and once its transformation into a société anonyme with a management board and supervisory board takes effect, it will be subject to Articles L. 225-1 and seq. of the French Commercial Code.

The registered office of the Company is located at 18 rue de Lyon, 75012 Paris.

The Company’s contact information is as follows:

Telephone: +33 (0) 1 53 46 10 00

Email [email protected]

Website: www.roche-bobois.com

5.1.5 Important events in the development of the Group’s business

Important events in the development of the Group’s business:

The Company is the Group’s holding company. It conducts its business through its subsidiary, Roche Bobois Groupe, and the Roche Bobois Groupe’s subsidiaries.

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States

Page 35 out of 295

1960 Establishment of Roche Bobois by the Roche and Chouchan families

1964 First exclusive editions of Roche Bobois furniture with designers (Pierre Paulin, Hans Hopfer)

1974 Rollout of the first Roche Bobois franchise in the United States (Madison Avenue, New York)

1975 Rollout of the first Roche Bobois franchise in Spain

1976 Establishment of Cuir Center

1995 Opening of the first Roche Bobois store in Italy (Turin)

2000 The Group has a network of 180 Roche Bobois stores (owned stores or franchises)

2001 Azulis and Siparex become shareholders of the Group

2004 Opening of first Roche Bobois stores in China (Shanghai and Beijing)

2006 The Group buys back several franchises in the United States

2009 Opening of Roche Bobois stores in Caracas, Kiev, Vienna and Shenzen

2013 TXR Srl (subsidiary of Tamburi Investment Partners SpA) becomes shareholder of the Company - Azulis and Siparex exit

2017 Opening of Roche Bobois stores in Tokyo, Monaco and Johannesburg

The Group has a network of 329 Roche Bobois and Cuir Center stores (owned stores or franchises)

5.1.6 Changes in number of stores over the past three years:

Openings:

• Franchise store openings:

2015 2016 2017

• Roche Bobois • Roche Bobois • Roche Bobois

- Chengdu (China) - Santiago 2 Casa Costanera - Guadeloupe (France) - Chongqing (China) (Chile) - Athens (Greece) - Hong Kong (China) - Guatemala City (Guatemala) - Padua 2 – La Galerie (Italy) - Nuremberg (Germany) - Delhi (India) - Nanjing (China) - Bangalore (India) - Seoul (South Korea) - Shenzhen 3 (China) - Mumbai 2 - NC (India) - Kiev (Ukraine) - Zhengzhou (China) - Bucarest (Romania) - Tokyo - Aoyama (Japan) - Cape Town (South Africa) • Cuir Center - Busan 1 (South Korea) - Busan (2) Shinsegae (South • Cuir Center - Perpignan (France) Korea) - Bastia (France) - Ho Chi Minh (Vietnam)

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States

Page 36 out of 295

Albi (France) - Tehran (Iran) - Johannesburg (South Africa) • Cuir Center

- Thionville (France)

• Openings of owned stores:

2015 2016 2017

• Roche Bobois • Cuir Center • Roche Bobois

- Pasadena, California (United Cuir Center de Domus - New-York Upper West Side, States) New York, (United States) - Paramus, New Jersey (United - Miami Design District, States) Florida (United States) - Paris, Maine (France) - Saint Maximin Oise (France) - Montreal DIX 30 (Canada) - Nice Cap 3000 (France) - Miami Aventura, Florida - Monaco – La Galerie (United States)

Closings:

• Franchise store closings:

2015 2016 2017

• Roche Bobois • Roche Bobois • Roche Bobois

- Cairo 2 (Egypt) - Rodez (France) - Denver, Colorado (United - Athens Alimos (Greece) - Jakarta (Indonesia) States) - Bari (Italy) - Naples 2 (Italy) - Taipei (Taiwan) - Cuneo (Italy) - Almaty (Kazakhstan) - Kuwait 2 (Kuwait) - Rome 1 (Italy) - Mumbai (India) - Bangalore (India) - Singapore (Singapore) - Niort (France) - Burgos (Spain) • Cuir Center • Cuir Center - Rodez (France) - Domus - Quimper (France) - Vélizy (France) - Mauritius Island

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States

Page 37 out of 295

• Closings of owned stores:

2015 2016 2017

• Roche Bobois • Roche Bobois • Roche Bobois

- Madrid 2 (Spain) - Chambéry (France) - Anvers 2 (Belgium) - London 2 (United Kingdom) - Chevreuse (France) - Maisonément Melun (France)

• Cuir Center

- La Queue-en-Brie (France)

5.1.7 Changes in retail sales over the past three years:

€m +6.1 -4.1 +24.6 -7.4 +4.5 480.1 473.6 Like-for- Effect of Effect of Effect of like changes in changes in changes in exchange +5.1 exchange the scope of rates the Groupe 451.3 Like- rates Effect of for-like changes in the scope of the Groupe

2015 2016 2017

Like-for-Like: sales growth at comparable scope is calculated by comparing sales generated by stores in a given year with the previous year’s sales, excluding stores opened or closed during the two years under comparison. Sales generated by stores temporarily closed for works during one of the periods under comparison are included.

BREAKDOWN OF GROUP AND NON-GROUP BUSINESS VOLUME BEFORE TAX BY BRAND

In €k 2017 2016 2015 RB TOTAL FRANCHISES 187,664 189,388 178,048 RB TOTAL OWNED STORES 200,505 193,874 183,851 RB TOTAL 388,169 383,263 361,899

In €k 2017 2016 2015 CC TOTAL FRANCHISES 56,036 54,153 53,746 CC TOTAL OWNED STORES 35,905 36,157 35,610 CC TOTAL 91,941 90,310 89,356

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States

Page 38 out of 295

In €k 2017 2016 2015 TOTAL FRANCHISES 243,700 243,542 231,794 TOTAL OWNED STORES 236,410 230,031 219,461 TOTAL 480,110 473,573 451,254

Retail sales cannot be reconciled with the financial statements presented in Chapter 20 of this Document de Base because: o they include orders received from owned stores and franchise stores (non-consolidated, ultimately included in the form of fees in the Group’s consolidated revenues); and o they have an average of around three-month time lag (in addition to vessel shipping delays for shipments outside Europe) since it relates to orders received, whereas revenues are recognised upon delivery. Retail sales, however, enable the Group to forecast its current trading around a quarter in advance to see what consolidated revenue trends will look like.

5.2 Investments

The Group’s main investments over the past three years correspond to openings, transfers (change in a store’s location) or renovations of its network of stores.

- In 2017, acquisitions of the following tangible assets represented €10,028k, €749k of which corresponded to the balance on the leasing contract of the Bologna store premises and the following investments:

o Opening of Roche Bobois stores on New York’s Upper West Side, in the Miami Design District, at Saint Maximin (Oise), at Nice Cap 3 000 and at La Galerie in Monaco. o Transfer of Roche Bobois stores from Manhasset, New York (United States) and Metz (France) as well as the Cuir Center store in Le Havre. o Renovation of the Roche Bobois stores in Los Angeles, Geneva, London, Paris - Grande Armée, and Grenoble.

- In 2016, acquisitions of the following tangible assets represented an amount of €7,809k:

o Relocation to Saint Denis to a new 2,600 m² showroom space used during the Roche Bobois and Cuir Center brand congress (presentation of new products to the franchises). The Saint Denis showroom represented, in 2016, an investment of €1,048k for the Roche Bobois brand and €349k for Cuir Center. o Transfer of Roche Bobois and Cuir Center stores from Toulon. o Renovation of Roche Bobois stores, including in Anvers (Belgium), Boston (United States), London - Harrod’s, Annecy, Suresne and Colmar. o Opening of the Cuir Center de Domus shopping center.

- In 2015, acquisitions of the following the following tangible assets represented an amount of €6,822k:

o Opening of Roche Bobois stores in Pasadena and Paramus (United States), and Paris-Maine. o Transfer of Roche Bobois stores from Zürich (Switzerland), Boston-Natick, and Costa Mesa (United States), along with Liege (Belgium). o Renovation of Roche Bobois stores in London 2 and Marseilles-Prado.

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States

Page 39 out of 295

The Group has also invested in retail locations (intangible assets), and specifically:

- the Cuir Center store in Valette-du-Var, which represented an amount of €308k (excluding taxes and fees) in 2016; and - two Roche Bobois stores in Milan (Risorgimento and Molino delle Armi) for a total amount of €502k (excluding taxes and fees) in 2017.

In 2018, the Group has already committed to the following investments:

o Opening of its own new Roche Bobois store at Tysons Corner in North Carolina (Capex of approximately €600k). o Opening of its own new Cuir Center Claye-Souilly store in the Paris region (Capex of approximately €250k). o Renovation of Roche Bobois stores in Antibes-Vallauris (€800k), Paris Bd St Germain - (€900k), Paris avenue de la Grande Armée (€400k), Barcelona (€300k), Brussels (€200k) and Montpellier (€200k).

These investments will be primarily financed by drawdowns on the LCL Capex line of credit (to that end, see the description of this line of financing in Section 10.2 of this Document de Base).

The Group is also working on plans to open the following Roche Bobois stores of its own: San Diego 2 (California), Upper East Side 2 (New York) and Greenwich (Connecticut).

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States

Page 40 out of 295

6. OVERVIEW OF BUSINESS

6.1 General presentation

Created in 1960 by the Roche and Chouchan families, the Group has developed two furniture brands: Roche Bobois, an international leader in high-end furniture, and Cuir Center, a French sofa specialist positioned in the mid-range segment. In 2017 the two brands generated business volume2 of €480M before tax, €388M of which before tax was for Roche Bobois, with €92M before tax corresponding to Cuir Center, through a network of 329 stores in 54 countries, one third of which were its owned stores, and two thirds of which were franchises. The business volume before tax is divided equally between the two distribution networks, iwth owned stores generating an average business volume higher than the one generated by franchises. Over the years Roche Bobois has developed a unique offer in the world of high-end furniture, which represents the “French art de vivre”, relying on partnerships with some fifty loyal designers (Jean Paul Gaultier, Marcel Wanders, Ora Ito, etc). The Roche Bobois brand developed internationally in the 1970s, initially through the development of franchises, and then through its owned stores. Roche Bobois manages and operates a network of 251 stores, 79 in France and 172 abroad. North America, where Roche Bobois currently holds 39 stores, 23 of which it owns, is the brand’s second biggest market after France in terms of revenue and the brand’s leading market for contribution to margin. The creative and bold positioning of the Roche Bobois offer relies on partnerships with designers, a connection to the haute couture and fashion worlds (Missoni, Jean Paul Gaultier, Maison Christian Lacroix, etc.), strong proximity to the world of arts and culture (Milan World’s Fair, Guggenheim Museum in New York, etc.), a unique, wide range with two collections per year and an excellent process based on high-quality manufacturing. The catalogue presents more than 5,000 active references, excluding variations in sizes and customisation, divided into three categories: (i) sofas, with a price range of between €3,000 and €12,000 including tax, (ii) furniture (dining tables, bookcases, beds, etc.), with a price range of between approximately €1,500 and €10,000, and (iii) decorative items (lamps, mirrors, vases, rugs, etc.), with a price range of between approximately €150 and €4,000. The average spend3 for Roche Bobois is around €4,300; the average spend in the United States being €7,283, more than twice that of France, which is €3,278.

The Cuir Center brand, which was created in 1976, is dedicated to sofas for the mid-range segment. Specialised in leather sofas, with an offer that has recently expanded to fabric models, it has a network of 78 stores, 22 of which it owns, and 56 of which are franchises, primarily in France. The average spend for Cuir Center is around €2,300, which is in line with its accessible price positioning.

2 Orders received in 2017 excluding tax from the owned and franchise store network for both brands, without taking account of any potential cancellations (cancellation rates are very low because customers have to pay nonrefundable deposits totalling 30-50% of the total price). Retail sales cannot be reconciled with the financial statements presented in Chapter 20 of this Document de Base as specified in Section 5.1 above. 3 Average spend for owned stores.

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States

Page 41 out of 295

The Group has constructed a profitable editor-distributor-franchisor model which relies on outsourcing manufacturing (“fabless”) to quality suppliers, and on a mixed distribution network (owned by it or through franchises), which allows it to be agile and flexible.

In 2017 the Group generated consolidated revenue of €249M, 85% for the Roche Bobois brand, and 14% for the Cuir Center brand. France represents the Group's leading market, with 46% of revenue: 32% for the Roche Bobois brand, and 14% for the Cuir Center brand. The Group generates 26% of its revenue in North America, and 25% of its revenue in the rest of Europe. During this period, the Group generated current EBITDA4 of €21M, 49.6% in North America, and 31.2% in France. The profitability levels in North America were greater than in France.

Allocation of 2017 revenue by brand Allocation of 2017 revenue by brand and geographical area*

Corporate Corporate 1% 1% Cuir Center Cuir Center 14% 14%

RB Other Overseas RB France 2% 32%

€249m €249m RB Other Europe 17%

Roche Bobois 85% RB UK RB 8% USA/Canada 26%

Source: Company. *The Cuir Center revenue was primarily generated in France (94% in 2017), and marginally in Belgium and Switzerland.

4 EBITDA after restatement for store openings and before free share allocation plans.

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States

Page 42 out of 295

6.2 Main competitive advantages

6.2.1 A unique editor-distributor-franchisor model which uses renowned designers, presenting two collections per year produced by external suppliers

6.2.1.1. An original, creative, and bold offer that relies on partnerships with talented designers Roche Bobois designs rely on partnerships with some fifty talented designers, many of whom are internationally renowned. These relationships are marked by strong designer loyalty, with exclusivity contracts or de facto quasi-exclusivity. The designs remain entirely owned by the Roche Bobois brand, and the designers are primarily compensated by their success. Roche Bobois simultaneously strives to promote talents that are discovered during design competitions or through partnerships with the most renowned design schools in France and internationally.

Roberto Tapinassi Mauro Lipparini and Maurizio Stephen Burks Sacha Lakic Ora Ito Marcel Wanders Jean Nouvel Fabrice Berrux Mi

Kenzo Takada Christophe Delcourt Bruno Moinard Bina Baitel JP Gaultier

6.2.1.2. An offer that is based on iconic pieces, bestsellers, and a broad range of unique products

Roche Bobois is known to sell iconic pieces and other successful products, sometimes for many decades, which has established the brand’s reputation over time. The Mah Jong piece, for example, designed by Hans Hopfer and marketed since 1971, has been sold at nearly 500,000 seats since its launch, and at approximately 142,000 seats since 2003. It has been regularly reinterpreted by fashion houses like Jean Paul Gaultier, Missoni, Kenzo Takada and Sonia Rykiel. Other iconic pieces such as the Ozoo desk designed by Marc Berthier in 1967, have been reproduced and have contributed to the brand’s growth. The Ora Ito table, with its immediately identifiable design, thanks to its circular base on three legs, received the “Best of the Best” Red Dot Design Award in 2014, which was awarded by a professional jury panel out of 4,815 designs. This prize is one of the most prestigious awards in the design world. The iconic pieces notably include Christophe Delcourt’s Legend bookcase (2006), Sacha Lakic’s Bubble sofa (2014), and even Giacomo Garziano's Zephyrus sculptural buffet (2017). Some iconic pieces:

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States

Page 43 out of 295

1967 Ozoo 1971 2006 Re-issued in 2018 Mah Jong Legend design by design by design by Marc Berthier Hans Hopfer Christophe Delcourt

2011 2013 Ava Ora lto design by design by reddot award 2014 Song Wen Zhong Ora lto best of the best

2014 2017 Bubble Zephyrus design by design by Sacha Lakic Giacomo Garziano

Source: Company Regular partnerships with fashion houses (such as Jean Paul Gaultier, Missoni and Christian Lacroix Maison) allow Roche Bobois to maintain its desirability. In addition to the Mah Jong piece, for example, the brand’s bestsellers contribute to its renown. Nearly 7,000 units of the Axel table, available since 2012, have been sold, €4,162 each piece. Nearly 43,000 seats of the Scenario sofa, available since 2012; €10,519 piece (for a 7-seat sofa), have been sold. With a total of 5,000 active references and two annual collections, the Group offers a wide range that is clearly superior to those of its main competitors in the high-end segment. The Group's new collections and wide range of products allow it to adapt to trends, or even anticipate them, and thus to keep the Roche Bobois brand consistently relevant.

6.2.1.3. Entirely outsourced manufacturing (“fabless”)

The manufacture and sourcing of raw materials are entirely outsourced to suppliers with which the Group maintains strong relationships. Roche Bobois products are all manufactured in Europe, primarily in Italy, France and Portugal, with a network of more than 40 suppliers. Whether it's wood, leather, fabric, marble, or even ceramics, Roche Bobois uses the finest materials. The manufacturing, midway between industrial and artisanal, offers high-quality finishes and significant room for customisation. The Cuir Center products are primarily manufactured in Asia and Europe. They are designed to offer the brand’s clientele quality materials and comfort, at an accessible price. This “fabless” model provides the Group with greater adaptability and better control of costs than its main competitors, who have their own industrial equipment. This financial model also has the benefit of limiting unsold products, and of primarily limiting stocks to products on display in the stores, since the manufacture of products is only launched by customer order. This financial model allows the Group to generate optimal cash flows, thanks to limited investments and reduced working capital.

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States

Page 44 out of 295

Graph: Presentation of the competition

FABLESS MARKETING DISTRIBUTION 2 COLLECTIONS PRODUCTIO / N 100% ADVERTISIN EUROPE* G

In-house studio Decentralised orders Centralised international more than 50 at store level** campaigns designers

MAINLY RE-ISSUES

1 COLLECTION PER YEAR

* Cuir Center (Europe and Asia) Insourced (Group) ** No central purchasing *** Breakdown based on business volume Outsourced

Source: Company, press, Capital IQ, Xerfi.

6.2.2 A global player operating in 54 countries through a network of 329 stores (owned and franchises), with a strong presence in North America

The Group has evolved over the years, starting domestically, and later developing internationally. It has created a hybrid distribution strategy, with its owned stores and franchises. This latter channel has allowed it to rapidly develop on various markets by controlling its investment costs and the risks related to entering new countries.

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States

Page 45 out of 295

Graph: Roche Bobois presence and business volume5 by regions

Scope at 31 December 2017

Combined development Franchise development Own store development Own store tk Franchise network

480 Total business volume 2017 in €m business volume before tax: France: €232m (48%) North America: €99m (21%) Europe: €92m (19%) RoW: €57m (12%)

Source: Company At the world level, the Group has a network of 114 owned stores, 92 for Roche Bobois and 22 for Cuir Center. The network has developed both through direct development and through repurchases from franchisees, notably in North America. At the same time, the Group has established a network of franchises that has enabled it to expand into areas that are not covered by its owned stores and to capture a new clientele. The Group has 215 franchises worldwide, 159 under the Roche Bobois brand and 56 under the Cuir Center brand. Franchise stores accounted for around 51% of total business volume in 2017 (orders received excluding tax from all Roche Bobois and Cuir Center stores). Franchise fees accounted for 5% of the Group’s consolidated revenues (€11.4 million). This world presence contributes to the Group's strong visibility and reputation, as well as to the world expansion of its Roche Bobois brand.

6.2.3 High-end position with global recognition 6.2.3.1. A twofold positioning in France between a high-end brand for Roche Bobois and a mid-range brand for Cuir Center The Group has positioned itself in France as a high-end player for the Roche Bobois brand and as a mid-range player for Cuir Center. This double positioning allows the Group to reach quite a large audience by offering prices that are accessible to the majority of the market. France is the Group’s historic market with a dense network of stores that has expanded over the years through a mixed strategy of opening its owned stores and franchises. Roche Bobois is positioned in a high-end segment in France, bordering luxury segment abroad. This positioning results in suppliers’ using high quality materials for the brand, and in the offer of a broad

5 Business volume cannot be reconciled with the financial statements presented in Chapter 20 of this Document de Base as specified in Section 5.1 above.

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States

Page 46 out of 295

This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail. selection of finishing options for each product. The pricing used by the market, both in France and internationally, is consistent with this positioning, while still being less elitist than those generally used by its competitors, particularly its Italian competitors. For example, a 3-seat Roche Bobois leather sofa is priced between €3,000 and €10,000 including taxes for the most elaborate models, while this range would be between approximately €4,000 and €15,000 including taxes at a competitor like Cassina. The Group also offers a range of more accessible products for its mid-range segment through its Cuir Center brand, which still maintain their functionality and comfort. Cuir Center offers sofas ranging from €1,000 to €3,000. This price range, which is fairly broad for this segment, allows to offer customisation and a considerable range of choice to its clientele. Graph: Positioning of Roche Bobois compared to competitors

Roche Bobois has high-end positioning in France, moving towards luxury luxury abroad

high-end

mid-range

mass market

market size

Source: Company In France, the Roche Bobois brand is the most well-known among high-end furniture brands, according to the study conducted by Kantar TNS Sofres in January 2018. This study, which concerns a representative panel of 8% of top-income French households, showed that the brand triggered a total unaided awareness level of 53%, whereas total awareness of its competitors Ligne Roset and Cinna was 86% and 70% respectively. Concerning spontaneous recognition, this amounts to 53% for Roche Bobois, compared to 17% and 11% for Ligne Roset and Cinna.

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States

Page 47 out of 295

Graph: Recognition of Roche Bobois

SPONTANEOUS BRAND RECALL TOTAL RECALL High-end 61% High-end Mid-range 29% Mid-range

Mass market 88% Mass market

TOP OF MIND

66% 97% 53% 91% 88% 34% 86% 70% 21% 23% 53% 17% 14% 4% 11% 37% 2% 21% 1% 5% 7% 2%

In response to the question “What brands of furniture and furniture stores do you know, even if only by name?” (Kantar Tns survey SOFRES - analysis report 12/01/18 – Case study FRANCE)

Source: Kantar TNS Sofres

6.2.3.2. Luxury positioning in North America supported by a network of stores that are primarily its owned stores

Present in North America since 1974, Roche Bobois has gradually developed a network which essentially consists of its owned stores. The Group holds a network of 39 stores distributed across the United States, Canada and Mexico, with 23 owned stores and 16 franchises. With a luxury position, the Group is present in major cities like New York, Los Angeles, Boston, Miami, Chicago and Washington, with flagships in prime locations. The Group's North American network is booming, with four new openings and one transfer since 2015. The Group is still planning to develop in North America in the upcoming years in order to cover a greater portion of this high-end market, which represented nearly $7B in 2016, and a potential $8B in 2021, according to Technavio. In 2017, the Group generated 26% of its revenue and 31% of Roche Bobois brand revenue in North America (United States and Canada). The Group generated 50% of its current EBITDA there (United States and Canada). The margin differential with France is explained by the price positioning, product mix and the highest average spend. In particular for is owned stores, the average spend in the United States is €7,283, €5,773 in Canada, while it is €3,278 in France.

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States

Page 48 out of 295

6.2.3.3. Roche Bobois’ luxury position in the other main countries where the brand is established, notably the United Kingdom, Western Europe, and China

In the other European countries where the Group is established, Roche Bobois also has a luxury position. This is particularly true for the United Kingdom, Switzerland, and Germany, where Roche Bobois has had increasing success, with an average spend of €4,443, €4,250, and €4,135 respectively for its owned stores. In Asia, the Group has chosen this same positioning due to the growth of the middle class, which is increasingly sensitive to European design in general, and French design in particular. In particular in China (the Group's 6th market in 2017 for business volume), the Group is established in the most prestigious locations of the main population centers. This luxury positioning is supported by the very rapid growth of a high-income clientele and very high revenue.

6.2.4 A model allowing strong conversion of cash flows 6.2.4.1. Structurally weak (capex) investments thanks to “fabless” models The complete outsourcing of manufacturing to suppliers with which the Group has maintained strong relationships for numerous years allows the Group to have a certain industrial flexibility. Unlike its main competitors, who invest heavily in their production plants, the Group has not had to deploy capital into a production tool. Incidentally, the Group leases 110 stores, out of the 114 stores it operates on its own. The Group owns the real property for the following four stores: Beverly Boulevard in Los Angeles, Bologna in Italy, Fribourg in Switzerland and Annecy in France. The Group's annual investments thus remain limited primarily to store openings and renovations (see Section 5.2 above).

6.2.4.2. Structurally weak fixed costs (opex) thanks to strong variabilisation of expenses and a decentralised structure

The Group has smartly made variable a significant portion of its expenses. In particular, designers’ compensation is variable and linked to the commercial success of the product. Since manufacture is launched by order, purchases from suppliers are directly linked to business, and the logistical costs are primarily linked to orders. A portion of the store directors and vendors’ compensation is linked to performance and revenue. The main fixed expenses concern rent, the fixed portion of employee compensation and overhead costs. Since the Group does not have a central purchasing body and outsources the bulk of its logistics, overhead costs are limited by this decentralised structure. An improvement in operating margin thus results (i) from its high-end positioning, which allows for high prices, coupled with limited discounts, (ii) variable costs, and (iii) limited general costs linked to its decentralised structure.

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States

Page 49 out of 295

6.2.4.3. Structurally limited working capital requirement

The Group's model allows to limit the working capital requirement (WCR). Indeed, stores do not stock products to sell them. When a customer places an order, they pay a deposit which represents 30% to 50% of the price, and the store places the order with the supplier, who then starts manufacturing. This model allows stock to be limited to exhibition models and those pending delivery, and to limit customer accounts receivable. The Group’s WCR is thus structurally limited (see Section 10.3.1 below).

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States

Page 50 out of 295

6.2.4.4. A healthy balance sheet thanks to substantial debt reduction

The Group, in view of its strategy and operating model, has been able to attain significant results over the years and a net cash surplus. Indeed, the Group has gone from having net financial debt of €16M6 in 2014 to net cash surplus of €10M at the end of 2017. This change in the cash position demonstrates the Group's capacity to generate positive cash flow over time (see Sections 9.2 and 10.1 below). Graph: Change in net financial debt from 2014 to 2017 and in cash and cash equivalents from 2016 to 2017

Source: Company

6.3 Strategy

6.3.1 Pursuit of Roche Bobois’ international expansion

6.3.1.1. An expansion strategy in North America privileging the development of its owned stores

6 Estimated 2014 IFRS

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States

Page 51 out of 295

The Group has been present in North America since 1973, when it opened its first franchise store in Quebec, Canada, and has gradually expanded to the United States and Mexico. The Group opened its first franchise store on Madison Avenue in New York in 1974, then developed in the major American cities. Starting in 2006, the Group decided to integrate a certain number of stores into its own network, by repurchasing franchisee stores. The Group repurchased stores in New York, Chicago, Florida, Boston, Washington, Los Angeles and San Diego. The number of stores that are 100% owned by it changed from 3 in 2006 to 23 in 2017 (19 of which were in the United States). The Group operates 39 stores in North America (16 franchises and 23 of its owned stores), which are primarily positioned in major cities like New York (Madison Avenue, Upper East Side, and Upper West Side), the Los Angeles store on Beverly Boulevard and the Mexico City Store on Polanco. The business volume generated in North America has more than doubled between 2008 and 2017, going from €37M before tax in 2008 to €92M before tax in 2017.

The United States and Canada became the Group's second biggest market after France by revenue and the Group’s leading contributor to current EBITDA. The luxury positioning of the brand in North America targets high-income and very-high income clientele with a medium spend in the United States, which is two times higher than in France, allowing the Group to gain higher margins. The Group has thus recorded a current EBITDA margin (current EBITDA on revenue) of between 15% and 18% over the 2015-2017 period.

Graph: Changes in retail sales7 excl. tax (in €M) between 2003 and 2017

Source: Company

The Group’s goal is to open a dozen stores in North America by 2021, including 9 of its own. Furthermore, where appropriate, the Group will take advantage of any opportunities that arise to

7 Retail sales cannot be reconciled with the financial statements presented in Chapter 20 of this Document de Base as specified in Section 5.1 above.

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States

Page 52 out of 295

This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail. repurchase strategic franchises. To assist with growth and to structure the business in North America, the Group regularly strengthens its workforce.

6.3.1.2. Expansion in the Western European countries with owned stores (France, Germany, United Kingdom, Spain, Portugal and Italy)

The Group has its owned stores in the United Kingdom, Germany, Switzerland, Belgium, the Netherlands and Portugal, and a mixed distribution in France, Spain and Italy. Germany and the United Kingdom are respectively the first and second high-end furniture market in Europe according to Technavio, and the Group intends to continue its expansion in these countries, which have high potential. The United Kingdom is the third highest contributor to the Group's business volume, after France and the United States. The average spend of €4,443 in the US is 1.4 times higher than in France. The average spends in Germany and Switzerland are also higher than those in France, which are €4,135 and €4,250 respectively. Openings in Western Europe will be carried out through development of the Group’s owned stores, along with franchises. The Group envisages opening a total of some twenty stores in Western Europe by 2021, including 10 of its owned stores.

6.3.1.3. An increasingly strong presence in Russia, China and Japan, through the development of franchises

Building on its past successes, the Group intends to continue to develop in new regions of the world, such as emerging markets, through its franchise model. Therefore, the Group plans to open 10 franchise stores in China, Japan and Russia by 2021. Particularly in China (the Group's sixth biggest market in 2017 in terms of business volume), the Group is established in the most prestigious locations of the main population centres and benefits from the growth of “high net worth” and “ultra-high net worth individuals”.

6.3.1.4. Worldwide expansion via franchising

The Group's strategy is to establish itself on new markets through the development of franchises. The associated investment and financial risk are in fact fully borne by franchisees. The Group relies on franchisees’ knowledge of their local ecosystems. Generally, franchisees are selected based on their knowledge of the country or region and their ability to effectively operate the Roche Bobois brand, while complying with legal codes. They have an understanding of the business environment and local codes that the Group does not, or is unable to have before establishing a store there. Establishing a franchise store limits the Group’s investments, and thus its risk. As at the first quarter of 2018, the Group had opened its second store in Vietnam, in Hanoi, after opening a first store in Ho Chi Minh. The Group has also recently opened a second store in South Africa - Johannesburg. By 2021, the Group intends to open franchise stores in Japan and Australia, in particular.

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States

Page 53 out of 295

6.3.2 Description of the Cuir Center Strategy The Group’s strategy is to consolidate Cuir Center’s position as a mid-range leader on the French market. Its objective is to highlight its assets in comparison to its local competitors. Cuir Center, which has historically been positioned on leather sofa market, now offers an expanded range of fabric sofas too. The Group also intends to develop its product mix, by offering more decorative objects and small furnishings, in order to increase the average spend and revenue per store. The Group does not intend to develop Cuir Center internationally. The mid-range furniture segment is in fact incredibly competitive and dominated by world and local actors in each country.

6.3.3 Roche Bobois’ development of a B-to-B offer for hotels, restaurants and coworking spaces through a “Contract” offer The Group has begun diversifying its business by developing an offer that targets a professional clientele. Therefore, for several years, through its “Contract” offer, it has endeavored to establish B- to-B partnerships, which provide professional customers (hotels, restaurants, coworking spaces, etc.) furniture for the spaces they offer their own customers. The Group has established a certain number of ad hoc structures, in particular in the United States and Europe. A space dedicated to this professional clientele has just opened on the boulevard Saint Germain in Paris. For example, the Group has fitted out a certain number of hotels in Europe (in particular Version Maquis in Bonifacio, Don Pepe in Marbella) and in the United States (notably Langham Place in New York), as well as the Kwerk coworking space in Paris. These furnishings were customised to meet these clients’ needs and image. It is the Group’s intention that these partnerships, which Roche Bobois wants to develop further over the course of the next few years, will become a new revenue source in their own right.

6.3.4 Development of digitalisation The Group’s digital strategy currently relies on a “drive-to-store” model, which allows customers to consult, select and configure furniture online before going to a store to place an order. This digitalisation strategy has three cornerstones: i) “drive to store”: an online tool that allows customers to consult, select and configure furniture online before going to the store to place an order; ii) 3D project modeling at the store by the Roche Bobois teams; iii) E-commerce that allows an order to be placed directly on the Roche Bobois and Cuir Center websites. The Roche Bobois clientele, given the higher average spend and increased demand for customisation, is more inclined to use “drive to store” before going to the actual stores, while the Cuir Center clientele (lower average spend) is more likely to place an online order directly. To recall, online sales in 2016 only represented 5% of the world high-end furniture market. Nevertheless, a rise in the share of online sales for the high-end segment is expected and should reach 9% of the world high-end furniture market in 2021. The Group has invested in both brands’ websites, which are generating a significant audience, with 5.6 million unique visits for Roche Bobois and 1.2 million for Cuir Center in 2017. The Group's strategy

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States

Page 54 out of 295

This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail. is thus to rely on this strong web audience to develop an e-commerce offer for its two brands starting next year.

6.4 Presentation of the global high-end furniture market

In 2016, global furniture sales were estimated at US$508 billion8. The global furniture market is growing with the increase in population, the growing number of single-parent families and the increase in real property. This market has been experiencing growth for the last two decades, and could reach US$627 billion in 2021, i.e. an annual average growth of 4.3%. Graph: Evolution of global furniture sales from 2016 to 2021 (US$ billion)

Source: Technavio On this global market, the high-end segment has a 4.5% market share, or world sales of US$23 billion in 2016. This segment is estimated to grow 4.9% per year until 2021, when it would reach US$28.9 billion. Graph: Evolution of global high-end furniture sales from 2016 to 2021 (US$ billion)

8 Technavio.com study “Global luxury furniture market 2017-2021”

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States

Page 55 out of 295

Source: Technavio The high-end segment is defined by sofa prices higher than US$2,500 and furniture higher than US$1,000. The high-end segment can be categorised according to three elements: type of clientele (B2B or B2C), distribution method (in stores or online), and geographic areas. Sales to individuals represented 72% of the segment and office furniture represented 28% of the segment. This high-end segment is distributed between the B2C or retail segment, representing 72% of sales, and the B2B or office furniture segment, representing 28%. In B2C sales, 31% of sales in 2016 were for living rooms, 16% for bedrooms, and 12% for kitchen and dining rooms. The distribution of high-end furniture is primarily in stores, with online sales representing just 5% of the segment in 2016. Furniture sales in stores represented 95% of the market in 2016, with nearly US$22 billion in sales. This segment should increase 3.9% per year, to reach US$26.2 billion in 2021. Graph: Evolution of global high-end furniture sales in stores from 2016 to 2021 (US$ billion)

Source: Technavio In 2016, sales in Europe represented 43% of the high-end segment. Sales in North America represented 29% of the segment. The United States had a 23% concentration of the high-end furniture segment. Germany is the second biggest country with 7.7% of the segment, the United Kingdom is third with 6.6%, and China is the fourth country in the high-end furniture segment with 4.1% of the market share. Graph: Allocation of high-end furniture sales by geographic area in 2016

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States

Page 56 out of 295

9% RoW

Source: Technavio Roche Bobois’ market share is estimated at 48% in France and 2% in North America. Nevertheless, it is noted that the Company estimates that its market share in North America is underestimated. According to the Company, the minimum price for a high-end sofa is around US$5,000, while the study uses a minimum price of US$2,500.

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States

Page 57 out of 295

Graph: Allocation of Roche Bobois market shares in France and the United States

Source: Technavio

6.4.1 Growth drivers in the high-end furniture market The growth in population, urban development and increased wealth of populations, in particular in emerging countries, are important structural drivers of the high-end furniture market. The significant urbanisation in developed countries and the growth of real estate have led to increasing demand for furniture. In emerging countries, the explosion of a high-income and very high-income class have driven the demand for high-end furniture. The growth in world sales on the high-end segment is maintained through innovative design, materials used and technology. Brands seek to differentiate themselves by offering value to stay desirable and attractive to customers. Brands innovate both in terms of design (proposal for new models, production, etc.), materials used and technology (augmented reality, digital marketing, etc.) to offer better quality of service and improve customer experience. High-end furniture has also benefited from an expansion of distributors in emerging economies. This is true for China, which has more and more distributors who are able to offer clientele premium and ultra-premium products. This boom has contributed to market evangelism and the structuring of points of sale to meet the need for high-end furniture in these countries. Furthermore, the emergence of a second-hand market, particularly with exchange platforms like Leboncoin, promotes renewed purchasing by facilitating furniture rotation. The segment is trending towards the growth of online sales. The share of sales made online has been gradually growing since 2010. Online sales are expected to grow between 2016 and 2021 due to the increasing number of online vendors on the market, the Internet market penetration rate, an improvement in logistical infrastructures in emerging economies, the growth of mobile Internet, and the adoption of smartphones. Online stores are a way to make purchases while saving time and gaining access to a wide range of products. Since 2010, online furniture sales have grown significantly, at a rate close to 4.6% between 2010 and 2016. The Contract offer allows companies to diversify their product offer for a professional clientele, allowing for a significant number of orders and potentially recurring revenue. The main actors are developing commercial furniture offers.

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States

Page 58 out of 295

6.4.2 Global high-end furniture market trends The leading market trend is the increased power of ecodesigned furniture. Knowledge of ecodesigned furniture and “green” furnishings is growing in North America and Europe, and the subject is gaining more and more interest in emerging economies like China. For example, consumers are seeking out furniture made of Moso bamboo (“winter bamboo”), which are more resistant and more durable than oak. These materials even allow designers to obtain more aesthetic products. Ecodesigned furniture has always been available, but it is now becoming a dominant trend. Environmental issues like the effects of deforestation and climate change have led people to turn towards the sale of “green” furniture. Digital marketing and consumer commitment to social networks is a trend that favours the growth of the online market. Advances in web technology and applications have facilitated a jump in marketing activities and vendor promotions. Marketing activities, primarily via radio or print media, occur via digital platforms and social networks like YouTube, Facebook, LinkedIn, Instagram and Pinterest. Social networks have proven their ability to be a leading media source to market luxury products and engage consumers. In 2021, approximately 75% of total high-end furniture sales should be influenced by digital marketing. The Internet should make the highest contribution to market growth during the forecast period. Millennials, who have a stronger preference for approachable luxury, should also participate in this change.

6.4.3 Presentation of markets by geographic area

6.4.3.1. The French furniture market

Greater market trends in France . 1999-2007 This period was marked by a high growth in the furniture market. This market trend resulted in a boost in the business of specialised retailers, at a pace of nearly 5% in value on average per year during the period. Increased construction of new housing, as well as the development of networks of the furniture brands notably supported the market during this period. . 2009-2013 The market experienced two difficult years in 2009 and 2013, due to a worsened economic climate. This context led to an acceleration of store openings on the outskirts of city centres (instead of within them) and markets became streamlined around a more limited number of players. . Since 2014 The French furniture market returned to growth in 2015. An improvement in the economic situation, the recovery of real estate markets and the continued strong interest in home decoration and homewares are supporting growth. After a 2.4% rise in 2015 and a 2.3% rise in 2016, the market reached €9.8 billion in 2017.

Graph: Consumption of furniture since 1988 (current € billion, including taxes)

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States

Page 59 out of 295

Source: IPEA

The furniture market for individuals in France is broken down into six major categories of products:

Development Market structure 2017 2017/2016 2017

Furnishings 3.06 +0.1% 31.2%

Kitchen furniture 2.57 +4.0% 26.3%

Sofas, armchairs and benches 2.42 +2.3% 24.8%

Bedding 1.34 +3.0% 13.8%

Bathroom furniture 0.24 -1.6% 2.5%

Garden furniture 0.13 +2.0% 1.4% Total 9.76 +2.0% 100.0%

Source: IPEA

The furniture market in France is distributed among 5 specialised circuits. Mass retail is the most used channel. Indeed, 50% of the furniture sold in France in 2017 was under a mass retail brand (IKEA, Conforama, BUT, etc.). Kitchen specialists came next (13% of the market), in particular Cuisines Schmidt, Cuisinella, Mobalpa, etc. The mid-range furniture offered by Cuir Center or Maisons du Monde represented an 11% market share. High-end furniture represented 3.8% of the total value of furniture sold in 2017 through brands such as Roche Bobois, Ligne Roset, Knoll, Poltrona Frau, Cassina, Minotti, etc. Other distribution circuits are also present in the distribution of furniture in France, and have nearly 19% of market share. There are (i) home improvement megastores like Leroy Merlin, Castorama or Brico Dépôt, (ii) generalist online retailers (Amazon, Cdiscount, eBay, etc.) or retailers specialised in furniture (Made.com, Miliboo.com, Delamaison.fr, Madeindesign.com, etc.), (iii) hypermarkets, and (iv) department stores, in particular BHV Marais.

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States

Page 60 out of 295

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States

Page 61 out of 295

Chart: Distribution of the French furniture market by segment in 2017

Turnover € bn Development Market share inc. tax 2017/2016 Furniture mass retail 50.3% 4.91 +0.9% Kitchen specialists 13.3% 1.30 +6.0%

Mid-range furniture 10.5% 1.02 +1.4%

High-end furniture 3.8% 0.37 +2.0%

Artisans 3.4% 0.33 -0.4% Other circuits 18.7% 1.83 +3.3% Total 100.0% 9.76 +2.0%

Source: IPEA

On the high-end furniture segment estimated at €296M before tax, the Group estimates that the Roche Bobois brand’s market share is 48%. Graph: Roche Bobois market shares in high-end furnishing in France

Source: IPEA

6.4.3.2. The North American market

The cumulative sales of the top 100 furniture retailers in the United States were nearly $80 billion in 2016. This market features hyper fragmentation with a predominance of local brands. The top ten retailers represent just 21% of the market share. The leader, Ashley HomeStore, earned US$3.9 billion, representing a market share of nearly 5%. According to the Furniture Today classification of the top 100 furniture retailers, Roche Bobois came in 76th furniture actor and the fourth high-end furniture actor in the United States in 2017. Roche Bobois is also on the list as the second leading European brand in the United States, after IKEA.

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States

Page 62 out of 295

Extract from the classification TOP 100 US companies**

Turnover generated in Classification US company furniture and accessories (2016) 5% 1 USD 3.9 billion Ashley HomeStore Pdm 2 Mattress Firm USD 3.5 billion

3 Williams-Sonoma USD 2.7 billion

4 Rooms To Go USD 2.3 billion

5 Berkshire Hathaway USD 2 billion 6 RH*** USD 1.8 billion

7 Big Lots USD 1.4 billion

8 Raymour & Flanigan USD 1.3 billion 9 Sleep Number USD 1.3 billion 35 Design Within Reach*** USD 265 million

54 Mitchell Gold + Bob Williams *** USD 130 million 2% 76 Roche Bobois (New York)*** USD 80.4 million Pdm

Source: Technavio ** Source: PBM Strategic Insights, 2017 Furniture Today Survey of Top 100 U.S. Furniture Stores - May 22-28, 2017 ***High-end/luxury positioned companies

The North American region represents the second biggest world high-end furniture market after Europe with a 29% market share, i.e. US$6.6 billion in 2016. This market is estimated to grow 2.5% per year by 2021, reaching US$7.4 billion. Graph: Change in high-end furniture sales in North America from 2016 to 2021.

Source: Technavio

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States

Page 63 out of 295

Graph: Change in high-end furniture sales by distribution method in North America from 2016 to 2017.

Source: Technavio High-end furniture sales in the United States represent US$5.1 billion, or 75.7% of the North American market (i.e. 22.5% of the world market). The market share for the Roche Bobois brand is estimated to be 2% of the high-end segment. Nevertheless, it is noted that the Company estimates that its market share in North America is underestimated. It considers the minimum price for a high-end sofa to be around US$5,000, while the study uses a minimum price of US$2,500. Graph: Market share of the Roche Bobois brand in North America.

Source: Technavio/Company

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States

Page 64 out of 295

Overview of the competition

Luxury High-end Mid-range

Poltrona Frau B&B Italia Design Within Restoration (including Minotti Molteni Group (including Maxalt Groupe Roset Knoll Reach BoConcept Habitat Hardware, Inc Cassina) o) (Herman Miller, Inc)

Overview

Revenue year 2017 2016 2016 2016 2015* 2016 2016 2016 2016 2016 2016 2017

Revenue €212m €273m €101m €136m €165m €115m $1,164m $2,278.2m $2,135m €166m*** €83m €34m

Distribution Owned / Franchise Owned / Reseller Franchise / Reseller Owned / Reseller Owned / Reseller Owned / Reseller Owned / Reseller Owned / Reseller Owned / Reseller Owned / Franchise Owned / Franchise Owned / Franchise network

Online sales From 2019 No No No No Yes Yes Yes Yes Yes Yes From 2019

Geographic Europe, USA, Europe, USA, Europe, USA, Europe, USA, Europe, USA, USA, Canada, Europe, USA, RoW USA, Canada, Mexico USA Europe, USA, RoW Europe Europe presence RoW RoW RoW RoW RoW Europe

Market Unlisted Unlisted Unlisted Unlisted Unlisted Unlisted $1,112m €2,252m $1,809m Unlisted Unlisted Unlisted capitalisation

Place of listing n/a n/a n/a n/a n/a n/a NYSE NASDAQ NYSE n/a n/a n/a

*2016 revenue not available **Revenue of the DWR listed holding company which includes several subsidiaries ***BoConcept revenue converted at the average rate for 2016 of DKK 1 = €0.1343

Source: Company/Websites/Factset Data

Not for distribution, directly or indirectly, in Australia, Canada, Japan or the United States

Page 65 out of 295

6.4.4 Overview of the competition (For info on the Group’s positioning, see Section 6.2.3 above)

6.4.4.1. Restoration Hardware (HR)

Restoration Hardware is an important premium retailer on the furniture market in the United States. Restoration Hardware offers its customers many types of products, in particular furniture, lights, textiles, decorative objects, outdoor furniture, dishes, and furniture for children and teens. In May 2016, Restoration Hardware acquired a majority stake in Design Investors WW Acquisition Company, LLC, owner of Waterworks, the leading luxury kitchen and bathroom brand in the United States, for US$119.9M. Following the transaction, Restoration Hardware now holds more than 90% of Waterworks' equity. Restoration Hardware operates a network of 28 stores in the United States and Canada and earned sales of US$1.8 billion in 2016.

6.4.4.2. Ligne Roset

Ligne Roset is a French group that manufactures customised furniture, which is sold in France under their two brands, Ligne Roset and Cinna, and internationally under the brand Ligne Roset, which includes the two brands' collections. Ligne Roset is active in furniture production and sales. It was formed by Antoine Roset in 1860. Its registered office is located in Briord, France. Ligne Roset offers interior furniture products, in particular for bedrooms, dining rooms and living rooms. Ligne Roset is considered to be one of the largest furniture producers in the country. As at 31 December 2016, it achieved a revenue of nearly €100M. Ligne Roset is currently a contemporary furniture group that has a factory in France and a total of more than 200 exclusive stores and 1,000 distributors worldwide. Ligne Roset works with some one hundred designers worldwide, from young designers just starting out, to more well-known designers. Ligne Roset products are entirely designed, developed, and manufactured in France at one of their own five production sites. Ligne Roset employs 900 people. Ligne Roset’s positioning is high-end. It began developing internationally in the early 1960s. In 2016, with a presence in more than 65 countries, nearly 65% of the revenue was generated internationally, notably through five sales subsidiaries in New York, London, Geneva, Milan and Freiburg in Germany. Ligne Roset saw growth in China with the opening of its 20th store in 2016. In the United States, Ligne Roset has 40 exclusive stores. Ligne Roset is also offering its Contract line there. The Ligne Roset offering is nevertheless more elitist in terms of positioning than Roche Bobois and targets an even more limited market.

6.4.4.3. Cinna

Cinna is a French contemporary design furniture brand. It is the second largest brand in the Roset Group, which was created in 1975 by Michel Roset. Cinna manufactures and distributes mid-range furniture, including armchairs and sofas. The brand also produces decorative items (lights, rugs, etc.). As subsidiary of the Roset Group, it is distributed in France through two channels: exclusive stores and corners at multibrand retailers. Cinna has 80 points of sale in France. The brand has a presence abroad under the Ligne Roset brand. Cinna products are manufactured in France, thanks to its 5 factories. For some years Cinna has organised competitions for designers under 30, where the winners have their projects produced in the collection's catalogue. The brand controlled by the Roset family, which holds all of the capital, earned nearly €15M in revenue in 2016.

6.4.4.4. Poltrona Frau Group

The Poltrona Frau Group is an Italian group composed of the Poltrona Frau, Cassina and Capellini brands. Created in 1912, the Poltrona Frau brand is an Italian leader in luxury furniture. Its business is divided among three categories: - Residential, which covers all furniture for individuals and businesses; - Luxury Interiors, for concert halls and auditoriums; - Luxury in Motion, which comprises leather trim production for luxury automobiles (Ferrari, Maserati, etc.) Poltrona Frau products are produced by outside designers and architects and made by hand. Poltrona Frau is distributed through a network of its owned stores, and through multibrand distributors. Created in 1927, Cassina is the second biggest brand of the group, targeted at the luxury furniture market. It is specialised in industrial design, which it launched in Italy during the 1950s. Cassina made the leap from artisanal production to mass production through the use of adapted technologies and materials. Cassina earned revenue of €108M in 2016. Listed since 2006, the Poltrona Frau Group was repurchased in 2014 and taken off the Milan stock exchange by the American company Haworth Inc., which is a specialist in office furniture. The Poltrona Frau group earned revenue of €273M in 2016.

6.4.4.5. BoConcept

BoConcept is a designer, producer, and international distributor of mid-range decorative items and furniture. It covers all home furniture products, in particular sofas, furniture and decorative items such as lamps, textiles and rugs. Created in 1952, BoConcept offers accessible design products in more than 60 countries through a network of nearly 260 stores. The Company was established in France in 1993, where it has 35 stores. It has developed a network of franchise stores. These products are primarily offered to development centres, retailers and to the public.

BoConcept, which earned revenue of €165M in 2016, was repurchased in 2016 by the 3i Group Plc investment fund. The transaction was made at the price of £166M.

6.5 Main business of the Group

6.5.1 Products The main Roche Bobois products are distributed according to their destination: - Living room: sofas, armchairs, coffee tables, TV stands, bookcases, wall compositions, consoles, sideboards and side tables; - Dining room: chairs, stools, benches, dining tables, buffet tables, china cabinets and sideboards; - Desks; - Bedroom: beds, armoires, dressers, night tables, accent pieces; - Outdoor/outdoor furniture; - Decorative: accent furniture, lights, cushions, rugs, decorative items. Throughout its history, Roche Bobois has produced or distributed certain models that have become iconic. It was able to revisit and reproduce certain models to update them to current taste. .

1965 1967 1990 2001 Djinn Ozoo Fleur de fer Mah Jong design Olivier Mourgue design Marc Berthier design Maurice Barilone design Hans Hopfer

1974 1983 2013 reddot award 2014 2011 best of the best Dromadaire Brooklyn Mayflower Ora lto design Hans Hopfer design Luigi Gorgoni design Fabrice Berrux design Ora lto This was the case for the Ozoo chair and desk, which were updated in 2018. Produced for the first time in 1967, this desk designed by Marc Berthier is once again being offered in its original version, in the five colours that made it famous. A testament to the evolution in techniques and materials of the 1960s, the Ozoo collection represented the modern dream of plastic applied to furniture: lightness, industrialisation, resistance both inside and outside and “poptomist” colours. Initially designed with kids and teens in mind, it also included small desks (which were notably installed in elementary school classrooms), beds, storage, and later, after some success, tables and coffee tables. The large desk quickly became a symbol of this stylistic shift.

One example of successful updating was the Mah Jong sofa. Hans Hopfer designed sofas, which for many became an essential part of the Roche Bobois collection. In the 1970s, its innovative and straightforward approach to comfort profoundly influenced interior decorating. In 1971, he created the Lounge, which was later rebaptised Mah Jong, a sofa that claim full freedom from form and function and allow for every kind of configuration (changing the heights, moving from one to two “levels,” twisting the initial functions of the sofa) to creatively manage a space.

At once a corner sofa, standard sofa, armchair, banquette or sleeper sofa, the Mah Jong was designed to be able to freely adapt form to function, enabling “the landscape” of a living room be changed on a whim, and to each time offer a new point of view for the living room. The Mah Jong is made in Italy, in a dedicated workshop, like those used for fashion houses. Designed like a mattress, each element is unique, each stitch done by hand, each finish checked by dedicated artisans. Avant garde when it was designed, now iconic, dressed by Missoni Home, Jean Paul Gaultier, or Kenzo Takada, this “freeform” sofa is a nod to modularity and creativity.

6.5.1.1. With a catalogue of more than 5,000 active references, one of the most extensive ranges on the market. The Roche Bobois catalogue, which contains more than 5,000 active references, has one of the most varied and extensive product ranges on the market.

198 sofas (1) 1,260 furniture items (1) 615 accessories (1) les contemporains

nouveaux classiques

Source: Roche Bobois website Chart: References available on the Roche Bobois, Ligne Roset, Cassina and Minotti websites

An extensive range that far exceeds our competitors

Products available online (1) Sofas & sofa beds Dining tables

Ligne Roset 56 11

Cassina 34 36 Minotti 39 18 Roche Bobois 198 78 1) Company websites

2) Excluding change of size of furniture (company estimate) Source: Website of Companies

6.5.1.2. Customisable products All Roche Bobois furniture can be customised to suit all tastes and interiors. Providing the possibility of building a desk or sofa, offering a wide range of dimensions, materials, shades and finishes, helps customers in their decorating and offers them tailor-made service. The Group gives each customer the opportunity to have a unique piece that is perfect for him or her. The materials offered by Roche Bobois, oak, cherry, linden, various kinds of leather, linen, cotton, as well as marble, blown glass, worked metal, are a part of nature that forms part of each piece’s composition. The brand also offers a wide range of colours, which allows customers to use the same piece of furniture in a play on indoor and outdoor differences, coordinating or alternating shades, or adding a pop of colour. These opportunities for customisation offer the customer a tailor-made service.

6.5.1.3. Two renewed collections for Roche Bobois Roche Bobois is currently offering the “Les contemporains” and “Nouveaux classiques” collections. “Les contemporains” In this collection, Roche Bobois provides a playful take on interior decorating trends, interweaving creativity with functionality to design the furniture customers want today. It is a collection where each piece of furniture, each object has its own personality, a result of the talent of major names in fashion and design, as well as young artists, designers, and architects. "Nouveaux Classiques" Freed from the constraints of time and fashion, the reinterpreted pieces of the collections are true designs in their own right, born of the association between natural materials, traditional know-how and the designers’ imaginations. The collection uses the finest wood, the most beautiful leathers, and the most unique fabrics imagined by designers and created with the know-how of artisans. That level of requirement that makes a piece of furniture or seating a unique piece is found in the choice of materials, finishes and the attention paid to every detail.

6.5.1.4. Continual renewal of the collections

The Group continually updates its collections, launching new models twice a year. This practice, which is quite similar to the world of luxury fashion, allows particular attention to be paid to product life cycles, as well as to guarantee the innovation and creativity of the Roche Bobois brand. From this perspective of updating, the lines are revisited, and iconic products are modernized to match the trends of the time. These products highlight the Group’s ability to reinvigorate its offer and provide its customers with functional products with an ever-growing level of design and quality. The constant renewal of products allows its sales strategy and in-store traffic to stay dynamic.

6.5.2 Designers

The Group uses designers to create the models of the Roche Bobois collections. Some of the biggest names in the design, architecture and fashion worlds offer models that are especially designed for the Group. These designers are leading figures known for the quality and excellence of their creations in design, fashion or architecture. The majority of the pieces that are offered in the Group’s collections are produced and signed by these designers. Additionally, the Group has an internal team that also develops products under the “Studio Roche Bobois” name.

THE ROCHE BOBOIS DESIGNERS ˄ CREATE BEAUTY AND DREAMS, COMBINE UTILITY AND PLEASURE, cédric ragot A graduate of ENSCl, Cédric Ragot founded his design HARMONISE CREATIVITY WITH FUNCTIONALITY, SURPRISE. studio in 2002. Combining creative imagination and AS AN EDITOR, WE LIKE WORKING WITH THE BIG NAMES, industrial reality, he always links the functional aspect of THE NEW NAMES, DESIGNERS, ARTISTS, ARCHITECTS. an object with strong design and image. Several of his creations have been included in the collections of the WITH US, THEIR TALENT CREATES. Fond National d'Art Contemporain.

> > sacha lakic ora ïto An industrial designer in the motorcycle and The name (and label) of this iconoclastic French designer automotive field, his futuristic signature can be seen who became known by creating the very first virtual brand in his fluid and sleek furniture creations: at the age of 19. His creations combine formal purity and A master in the art of working dynamically with functional rationalism. His philosophy? "Simplexity", or materials, he creates volumes carved with the art of giving a complex object an apparent simplicity. lacquered reflections. < < marco fumagalli josé lévy Since graduating from the Milan School of Designer, stylist, fashion designer or interior designer, Architecture in 2000, his work has focused on José Lévy is an artist who likes to obfuscate. For Roche searching for projects with high added value. His Bobois, he plays dreamily with Haussmannian style creations seek to rethink user-designer codes: furniture comes out of mouldings, a fireplace relationships, whether for interior architecture or for becomes a console, the parquet floor turns into a table. product design. with a cleverly offbeat chic. > > luigi gorgoni mauro lipparini The creations of this Milanese architect are Italian architect and designer Mauro Lipparini is the always marked by his search for strong representative of a style called "natural minimalism", graphic forms. which is marked by pure forms and high-quality materials. For Roche Bobois, he has New materials, new blends, his work is a designed a complete collection called Echoes, which constant search for perfect harmony between < reveals a creative, form and function. lively, and delicately sophisticated modernity.

> > hans hopfer cécile maïa pujol Attentive to lifestyle changes and the creative management Winner of the Roche Bobois Award 2014, this of space, in the 1970s this German designer invented the talented young designer studied at the prestigious concept of "living close to the ground". His Mah Jong sofa, Central Saint Martins College in London. For Roche an example of creative modularity, has become a cult object. Bobois, she designed the Lady B armchair, an Formerly dressed in simple fabrics, today it is clothed by the original, poetic and eco-friendly reinterpretation of leading fashion designers. the “Conversation” chair. < < daniel rode christophe delcourt This Boulle alumnus began his career in China This self-taught wood lover puts his idea of and Japan by creating luggage and fashion craftsmanship at the service of elegant modernity. accessories. His innovative style in approaching Natural materials, precision assemblies and finishes are materials and forms is marked by a realism key elements of his work. We owe to him the Legend mixed with poetry. bookcase and the Saga dining collection, Roche Bobois' first eco-designed collections.

> > sophie larger roberto tapinassi She produces many original works, from and maurizio manzoni environmental design to exhibition scenography, while Industrial design, boating, graphic design, interior design, teaching at her alma mater, the Ecole Nationale these two eclectic creatives express their talents in many Supérieure des Arts Décoratifs in Paris. fields, including, of course, decoration. They combine bright colors and sensual curves to delightful effect. < < maurice barilone philippe bouix A non-conformist Italian designer, he cultivates a passion This designer's approach involves a constant search for furniture-sculptures. For him, each object conceals for visual comfort and harmony of forms. He some magic that one must make emerge. He has punctuates his creations with wood or chrome collaborated with Roche Bobois for 30 years; most counterpoints. A free expression between creativity notably, he is the creator of the Fleur de Fer collection, of and functionality. which over 21,000 units has been sold since 1991. > > nicolas stadler stephen burks Nicolas Stadler is an interior architect, Stephen Burks is a young New York designer. scenographer and designer. An ingenious For him, design must be able to evolve with cultural seeker of objects in motion, he designs useful differences. The Traveler chairs designed for Roche products with an effective line and without frills, Bobois have been designed in two versions, one which are not as simple as they seem. "European" and the other "American": the same design In 2012, he received the Faces of Design for two interpretations. Award. < < < < Jean Paul gaultier Jean nouvel An iconoclastic designer, he has An internationally renowned reinvented ready-to-wear, stirred French architect, he has received up the fashion world, designed the most prestigious awards, clothes for Hollywood stars, including the Pritzker created perfumes and created or Architecture Prize in 2008. Jean “dressed” contemporary Nouvel does not define himself furniture. as a designer, but as an “architect who designs”.

< Kenzo Takada Turning his attention to design and decor, Kenzo Takada has designed an exceptional collection of fabric and ceramics for Roche Bobois. It includes a mixture of east and west, a mastery of colours, and delicate designs.

As with its suppliers, the Group maintains long-term relationships with the majority of its designers. Some designers have of course participated more sporadically in Roche Bobois collections. However, a large majority of them have collaborated with the Group for many years. This long-term relationship with designers is key for the Group, which maintains significant consistency between the presented collections and in their evolution. Designers are essentially compensated by the success of the collections.

6.5.2.1. Close ties with the worlds of culture and the arts The Group maintains close ties with the world of culture and the arts. It participates and regularly associates its image with the organisation of arts and cultural events worldwide. Roche Bobois has notably been a sponsor at Pavillon France for the Milan World’s Fair in 2015, and recently partnered with the Guggenheim Museum in New York. The brand also collaborated on a “Modern House Concept House” home concept project for Elle Décor magazine for the 2015 Art Basel in Miami edition. The Group also participated in “Art Night,” an art, design, and architecture event, inside an architectural masterpiece of the Belle Epoque, “Les Salons de la Rotonde” of Beaulieu-sur-Mer. This prestigious evening, a melding of art and design, welcomed nearly 200 architects, interior designers, and real estate developers from the region, all while promoting the creativity of local artists. On that occasion, artist Patrick Moya painted 9 Mah Jong cushions. These types of events allow the Group to express their vision of “French Art de Vivre”.

6.5.3 Store network 6.5.3.1 General presentation

The Group has established a network of exclusive branded stores reserved for high-end Roche Bobois products. Roche Bobois products are actually only presented at the brand’s stores. The Group’s branded stores are owned by the Group directly or through franchises. The Group has a network of 251 exclusive Roche Bobois stores worldwide, including 92 it owns directly and 159 franchises. Chart: Distribution of the network of stores through method of establishment and by region

Store network Dec.17 Owned Franchise Total

Roche Bobois France 37 42 79

Roche Bobois USA/Canada 23 16 39

Roche Bobois UK 8 - 8

Roche Bobois Other Europe 24 45 69

Roche Bobois Others (Overseas) - 56 56

Cuir Center 22 56 78

TOTAL 114 215 329

Source: Company The Roche Bobois brand operates a world network of 251 exclusive stores (branded stores) between its owned stores and its franchises, including 172 stores internationally.

Source: Company Internationally, the flagship stores include:

New York, Madison Avenue Los Angeles, Beverly Boulevard In France, Roche Bobois operates 79 stores, 47% of which it directly owns.

Graph: Geographic presence of stores under the Roche Bobois brand

Source: Company Chart: Top 10 stores by retail sales9 in 2017

Business volume Stores Country Holding method 2017 excluding tax (in €m) Store 1 United States Own store 12.00 Store 2 France Franchise 6.83 Store 3 France Own store 5.48 Store 4 United Kingdom Own store 5.44 Store 5 Switzerland Own store 5.28 Store 6 France Own store 5.16 Store 7 France Own store 5.02 Store 8 France Own store 4.95 Store 9 United States Franchise 4.80 Store 10 United Kingdom Own store 4.78 Total - 59.74 Source: Company

Chart: Evolution of revenue at store opening

Year 1 Year 2 Year 3 Turnover (The % apply to an estimated full year’s turnover)

Owned stores 25% 80% 105%

Franchise stores 50% 100% 105%

EBITDA (In % of annual turnover)

EUROPE (excluding UK) -50% 1% 4% US-UK -35% 8% 10% Source: Company The Group owns the premises of four Roche Bobois stores out of the 114 stores operated by Roche Bobois itself. These stores are located on Beverly Boulevard in Los Angeles, in Bologna, Italy, in Fribourg, Switzerland and in Annecy, France. Changes in the number of stores over the past three years are shown in Section 5.1.6 above. 6.5.3.2 Franchises

(a) Franchise contracts

Franchisees are independent entrepreneurs who have signed franchise agreements with the Group to operate one or more stores under the Roche Bobois or Cuir Center banner.

9 Orders received excluding tax from the directly owned and franchise store network, without taking account of any potential cancellations (cancellation rates are very low because customers have to pay nonrefundable deposits totalling 30-50% of the total price). Retail sales cannot be reconciled with the financial statements presented in Chapter 20 of this Document de Base as specified in Section 5.1 above.

These contracts enable the franchisees to:

- sell under the Roche Bobois or Cuir Center banners, the products edited by each brand;

- have a range of tools, services and expertise at their disposal;

- take advantage of communication and advertising campaigns from both brands.

The services the Group provides as franchisor aim to develop, support and promote the franchisees’ business. The Group believes the services it offers to its franchisees enable them to grow their business, enhance their performance and offer customers a better experience while continually reinforcing the brands’ image and power.

Franchise contracts define the mutual roles and obligations of the Group and the franchisees.

Unless otherwise specified, the contracts have a three-year term and are automatically renewed for the same period unless expressly terminated at the end of this initial period or at the end of each additional period, with a one-year notice.

The franchisees are granted an exclusivity over a given region for the brand considered and are subject to non-compete obligations. The Group does not sign Master Franchise Agreements, only contracts where exclusivity applies to a radius of a few kilometers, a city, a department or a region. A same franchisee can have several regions, but separate contracts will be drafted and signed for each.

Franchisees pay a monthly fee based on their orders excluding tax. This fee varies depending on the country and the age of the contracts.

Franchisees also pay advertising contributions to the Group, which vary per country. These fees supply a central communications budget per country and potentially strengthen communication on targeted medias through specific contributions (television, radio, digital communications, etc).

On an global level, advertising fees and contributions paid to the Group account for an average of 4.8% of orders (franchisees business volume).

As a franchisor, and according to standard franchise contract provisions, the Group must notably comply with the following obligations:

- periodically renew the collection;

- launch nationwide brand and product marketing campaigns and let franchisees know about them in advance for an annyal budget of at least as much as the total annual advertising contributions paid by the network members during the year;

- periodically conduct reviews of network results and product market trends and communicate results of these reviews to the franchisees;

- periodically organise training courses for franchisee’s employees;

- help the franchisee , upon its request, implement franchise standards within its point-of-sale;

- receive all product-related claims from the franchisee, submit them to suppliers and intervene and try to mediate in the event of a conflict;

- intervene and try to mediate in the event of a conflict between the franchisee and another member of the network.

As a franchisee, and according to the franchise contract provisions, the franchisee must notably comply with the following obligations:

• pay the above-mentioned fees;

• exclusively sell the collection and exclusively display the Group’s brand within the point-of-sale;

• exclusively buy products from listed suppliers or, under special circumstances, other members of the network;

• keep the point-of-sale in operation and well-stocked continuously. The location and sales area are vital components of such contract;

• fully and strictly comply with franchise standards and any potential changes therein to ensure the network’s image is consistent;

• allow the Franchisor or any person mandated by the Franchisor to enter the point-of- sale at any time and verify its compliance with franchise standards.

• strictly comply with applicable business regulations, particularly regarding product presentation and consumer information, to maintain the network’s reputation;

• only sell products on a retail basis - do not sell products wholesale or to furniture industry professionals, except, under special circumstances, to other members of the network;

• display and stock all products listed in shared network promotional advertising campaigns throughout said campaigns;

• do not seek out customers outside the region defined in the contract;

• hire adaptable and high-performing employees at the point-of-sale and ensure they receive ongoing training by having them participate in training courses organised by the franchisor;

• maintain the image and reputation of the brand, network, products and franchisor at all times in relationships with customers and third parties in general;

• ensure that invoices from suppliers and product manufacturers for merchandise are duly paid on time;

• dedicate a minimum annual budget for local advertising calculated on the store’s annual revenue basis.

The Group has the right to terminate the franchise contract should any of the obligations under the franchise contract be breached. For instance, in case of serious breach by the franchisee of the Group’s business policies, if the franchisee loses its storefront or is unable to operate its business, if the franchisee is unable to make the required payments according to the provisions of the franchise contract or if the franchisee becomes insolvent.

(b) Profile of the franchisees

The franchisees are independent and experienced professionals.

Relationships between the Group and franchisees are generally long-term, and sometimes from one generation to the next.

New franchisees are chosen based on their professionalism, their knowledge of the furniture and design business and the credibility of their business plan (commercial space, point-of-sale, financial capacity, etc.).

As franchisor, the Group will provide its franchisees advice and support before opening their store and while operating their business.

• Advertising and communication

The Group has developed renowned advertising and communication expertise. In collaboration with partner advertising agencies, Roche Bobois and Cuir Center create and develop marketing and communication media and tools for each brand.

In France (for Roche Bobois and Cuir Center), and in the countries where Roche Bobois directly operates through owned stores, the Group centralizes communications for promotions, digital communications and national campaigns (television, radio, print, etc.) for owned stores and for franchises.

• Merchandise production, logistics and IT

The Group produces merchandise through its subsidiaries Roche Bobois and Cuir Center for each of the collections and models with its manufacturers.

Logistics providers are also used to transport products from the manufacturers to points of sale (upstream logistics).

The Group provides all its franchises “My Roche Bobois” or “My Cuir Center” Intranet. These Intranet portals access a reference and pricing system for each brand where one can access all information about a product, including ex-factory pricing and recommended retail sales prices for each country.

• Support services

Choosing store locations Each location for a franchised store must be approved by the Group. Network development and leadership teams help franchises choose efficient and sales-oriented locations, either for new stores or for transfers within the same region. Store design and layout The design of each store (in compliance with Roche Bobois or Cuir Center standards, adapting the store to Group criteria, plans, etc.) is created by the Group’s Design Offices as per the franchise contract. Managing the Roche Bobois and Cuir Center networks In France as well as abroad, the Group’s brands have specialised staff who manage the network.

They regularly visit the franchisees to share Group values and ensure network consistency and efficacy (product selection, merchandising, events, sales operations, pricing policy, store renovation, etc.) Training and development Since 2012, the Group has had a training department which has developed a series of modules adapted to the Roche Bobois and Cuir Center brands. This training is for both franchisee’s as well as owned store’s employees. Training modules help: - new employees familiarise themselves with the Group and its values (“Corporate” module); - learn more about the Group’s IT tools (3D design and visualisation, store management); - better manage the collections scope, customisations available, coatings, etc. - ensure that sales employees learn the style and values of the Roche Bobois brand (“Luxe Attitude” module).

Operational management and support If a franchisee experiences difficulties in its business operations, the Group also offers some support and consulting services, particularly in the areas of finance and legal affairs.

6.5.4 Customers

The Group is widely known in its sector, especially in Europe and the United States, where Roche Bobois products are known for their excellent quality. The Group particularly emphasizes the quality of the experience its customers receive throughout the purchase process. 6.5.4.1. Digital strategy . Online drive to store strategy to prepare for a store visit and improve the quality of store traffic The Group's digital strategy is based on a “drive-to-store” model. The goal is to allow customers to consult products online and configure the range of products available, as well as view the new collections. The customer is then invited to come to the store to make their purchase. At the time, they can customise their furniture and benefit from retailers’ advice. Over time, the Group envisages permitting customers to make their purchases entirely from its online platform. . Digital customisation or 3D plan tools, etc. in stores that improve customer experience and increase the average spend The Group provides its customers with digital tools to customise its furniture. In fact, using the 3D simulation tool, the customers can view their furniture before they have considered all of the necessary specifications. This option allows the customers to be sure of the type and quality of their furniture or decorative item. It also allows customers experience to be significantly improved. Customer service is directly managed by each store, which handles customer service or manages returns and unsold merchandise. The Group's owned stores and the franchises have completely independent management. The aim is to stay close to customers and provide them with service that meets their needs.

The Group performs product quality control with suppliers on a regular basis. The Group makes sure that they are able to offer its customers products that have the required level of quality.

6.5.5 Supply

Production of the Group’s pieces is entirely outsourced. The Group maintains strong relationships with its suppliers. Orders are directly managed by the stores, both those the Group operates on its own as well as those under franchise, with suppliers that provide logistics to both the stores and even to customers.

6.5.5.1. An important network of suppliers A relationship of trust has been built over the years with all of the Group’s suppliers. The Group is operating with a network of suppliers based in Europe and Asia. Roche Bobois products are produced exclusively in Europe in factories that are primarily based in France, Portugal and Italy. Forty percent of Cuir Center suppliers are located in Europe, and 60% in Asia. Roche Bobois procurement is different from Cuir Center’s because the Group's two brands have two different positions. Each store gets its supply directly from the suppliers. The contract does not state any exclusivity provision binding the Group to the supplier. However, Roche Bobois products represent on average more than half of each supplier’s business. On the other hand, the Group is not very dependent on its suppliers due to its ability to move its production from one supplier to another. The ten biggest suppliers represent 73% of the volume delivered in 2017, i.e. nearly €100M in delivered products (before taxes), and the two biggest suppliers represent 37% of the volume. Numerous suppliers are long-time partners of the Group that have worked with Roche Bobois for more than 20 years. This configuration allows time, quality and flexibility demands to be reconciled. Chart: Top 10 Roche Bobois Suppliers for 2017

Business Business Country Suppliers volume volume of origin (€m) (%) Supplier 1 Italy 27.0 20% Supplier 2 Italy 23.4 17% Supplier 3 Italy 8.5 6% Supplier 4 Italy 7.4 5% Supplier 5 Portugal 7.2 5% Supplier 6 Italy 6.8 5% Supplier 7 Italy 5.5 4% Supplier 8 France 5.3 4% Supplier 9 France 4.1 3% Supplier 10 France 4.0 3% Total Top 10 99.2 73% Total business volume (*) 136.6 100% (*) Equal to the total order volume of RB products for owned stores and franchisees Source: Company

Graph: Distribution of suppliers by purchasing volume of Roche Bobois stores

Source: Company

6.5.5.2. Sufficient production capacities to aid in the Group's growth The Group’s suppliers have factories mid-way between industrial and hand-crafted production. They are very responsive and able to address issues in delivery delays. The Group pays particular attention to choosing its suppliers and notably makes sure that they have a financial solidity and a good credit. The Group also makes sure that its suppliers are able to handle growth in the Group’s business.

6.5.6 Logistics In an effort to manage storage and delivery of products, the Roche Bobois Group has established internal and external logistical solutions. The stores in charge of product management and delivery use either Roche Bobois storage spaces with their own delivery people and trucks, or an outside provider that is supervised by the store.

This structure provides true flexibility in terms of structure and cost optimisation, all while maintaining quality service and a relationship between the store and the end customer. For the Roche Bobois brand in Europe, upstream logistics has been entirely outsourced to three carriers. These three carriers collect the end products each week from the listed European suppliers through an organised circuit. They group products and then redistribute them to the warehouses of the franchised stores and their owned stores, throughout Europe. They also use forwarders in France and Italy, who are in charge of shipping to the rest of the world. The cost of upstream logistics is paid to carriers by manufacturers, then integrated into the price of the products billed to each of the network stores. For the Cuir Center brand, logistics is entirely organised and managed by the suppliers. Its cost is also integrated into the product purchase price.

6.5.7 Marketing 6.5.7.1. Catalogue The catalogue of Roche Bobois products contains a total of more than 5,000 active references. The Group edites the models it produces. The Roche Bobois paper catalogue, with a distribution of 150,000 copies worldwide, highlights the brand’s best designs and its exclusive collections.

6.5.7.2. Significant marketing with widely known advertising campaigns The Group is the leading press advertiser for the furniture sector in France. The Group spent €13.8M on advertising for the Roche Bobois brand in 2017. This amount corresponds to the advertising fees paid by world centers, excluding local advertising for its owned stores. For Cuir Center, the Group spent around €6.5M in 2017. The total amount spent on advertising by the Group for its brands was €20.3M in 2017. Chart: Distribution of marketing/advertising expenses by brand in 2015, 2016 and 2017

€k Actual 2015 Actual 2015 Actual 2015 Roche Bobois France 9,323 9,806 9,974 Roche Bobois United States 1,667 1,680 1,729 Roche Bobois United Kingdom 506 472 561 Roche Bobois Germany 562 673 681 Roche Bobois Spain 481 482 487 Roche Bobois Italy 401 462 413 Roche Bobois France + Export (centres) 12,939 13,575 13,844 Cuir Center France 6,608 6,531 6,458 Total 19,547 20,106 20,302 Source: Company

The Group chose to invest heavily in the Roche Bobois brand through national campaigns which were centralised at the parent company level, which were international in scope, and cofinanced between the

This English-language translation of the French-language original was prepared for your convenience. In the event of any inconsistencies between this document and the French-language original, the latter shall prevail. franchises and the Group. Local campaigns are directly funded by the franchisees (contractual budget of up to 5% of franchise revenues) and, in the case of owned stores, by the parent company. The brand’s iconic advertising notably included the 2012 “Jubilation” campaign and the 2017 “Pool” campaign.

In 2017, the advertising channels mostly used by the Group were print (28%) and television (28%), followed by radio (12%). Digital advertising represented 10% of the total advertising expenses incurred by the Group in 2017. Chart: Distribution of marketing/advertising expenses by media in 2015, 2016 and 2017

€k Actual 2015 As % of total Actual 2016 As % of total Actual 2017 As % of total

Television 5,593 29% 5,918 29% 5,716 28% Press 6,769 35% 5,874 29% 5,617 28% Web 1,283 7% 1,750 9% 1,952 10% Radio 2,451 13% 2,371 12% 2,488 12% Edition - Conference 1,117 6% 976 5% 1,079 5% Public Relations 604 3% 673 3% 638 3% Other 1,730 9% 2,543 13% 2,812 14% Total 19,547 100% 20,106 100% 20,302 100% Source: Company For the Roche Bobois brand, print represented 36% of the Group’s advertising expenses in 2017. TV and web followed at 22% and 11% respectively of the advertising expenses incurred in 2017. Chart: Distribution of the Roche Bobois brand marketing/advertising expenses by media in 2015, 2016 and 2017 As % of €k Actual 2015 Actual 2016 As % of total Actual 2017 As % of total total Television 2,742 21% 3,057 23% 3,066 22% Press 5,378 42% 5,053 37% 5,026 36% Web 1,014 8% 1,440 11% 1,469 11% Radio 805 6% 796 6% 887 6% Edition - Conference 923 7% 759 6% 883 6% Public Relations 604 5% 673 5% 638 5% Other 1,474 11% 1,797 13% 1,875 14% Total 12,939 100% 13,575 100% 13,844 100% Source: Company As concerns Cuir Center, 41% of advertising is by television and 25% by radio. The expenses incurred for print marketing was 9% and 7% for digital advertising. Chart: Distribution of Cuir Center brand marketing/advertising expenses by media in 2015, 2016 and 2017

€k Actual 2015 As % of total Actual 2016 As % of total Actual 2017 As % of total Television 2,851 43% 2,861 44% 2,650 41% Press 1,391 21% 821 13% 591 9% Web 269 4% 310 5% 483 7% Radio 1,646 25% 1,575 24% 1,601 25% Edition - Conference 195 3% 217 3% 196 3% Public Relations - 0% - 0% - 0% Other 256 4% 746 11% 937 15% Total 6,608 100% 6,531 100% 6,458 100% Source: Company The Group's significant proximity to the worlds of culture and the arts allows it to organise arts events and cultural sponsorships such as participating in the Milan World’s Fair or an exhibition at the Guggenheim Museum in New York. These events contribute to the brand’s expression of the “French Art de Vivre.” The premiere of the Group’s collections is a key moment for it to launch marketing and advertising campaigns. These campaigns aim to emphasise new products. The brand established two flagship campaigns throughout the year, the “eight exceptional days” event, which generally takes place in November, and the ten days of "Temptation” which generally takes place in March. During these campaigns, Roche Bobois offers limited discounts of between 12% and 15% on the sale price, allowing it to maintain its operating margin. Competitors charging higher prices have discount policies that are generally more aggressive than Roche Bobois, with offers of nearly 50% of the sale price.

The brand is also lauded by international celebrities like Barack Obama, Cristiano Ronaldo, Venus Williams, etc., and photos of these celebrities surrounded by Roche Bobois furniture can be found on social networking sites.

6.5.8 Cuir Center

The Cuir Center range contains 232 active references, with 64 models of sofas and armchairs, 84 models of desks, and 84 accent pieces. The “fabric” range launched in 2015 now accounts for nearly 20% of sales.

The entire Cuir Center sofa and furniture edition process is carried out within the Group. The Roche Bobois Group only distributes its products in its store network. Stores never offer the Group’s two brands, due to the specific positioning and image of each brand. The Cuir Center network has 78 exclusive stores, including 22 of its owned stores and 56 franchise stores, which are essentially distributed in France with 4 points of sale in Belgium, Switzerland and Morocco. Business volume10 generated by owned stores accounted for 39% of Cuir Center business volume, while less than 30% of stores are owned stores. Franchise stores generally generate revenue that is less than that of its owned stores. Graph: Cuir Center Network

Source: Company

10 Orders excluding tax without taking account of any potential cancellations (cancellation rates are very low because customers have to pay nonrefundable deposits totalling 30-50% of the total price). Business volume cannot be reconciled with the financial statements presented in Chapter 20 of this Document de Base as specified in Section 5.1 above.

7. ORGANISATIONAL CHART

7.1 Structure of the Group at the registration date of the Document de Base

The above percentages indicate the share capital and voting rights held in the Group's various subsidiaries.

7.2 List of subsidiaries, branch offices, and secondary establishments

Group structure:

The Company is the Group’s holding company. It operates indirectly through its subsidiary, Roche Bobois Groupe SA and its sub-subsidiaries.

The Group's structure essentially relies on the following entities: o The Company, which is a holding company with no business operations. o Roche Bobois Groupe SA, which is the lead holding company of the Group. It provides advertising, human resources, managerial oversight, and IT services to its subsidiaries and sub-subsidiaries. o Roche Bobois International (RBI) manages the Roche Bobois network. It is in charge of products edition and operates as a franchise center. It also holds stakes in operating subsidiaries which house Roche Bobois’ actual business. o Cuir Center International has the same role as RBI for the Cuir Center brand. o The subsidiaries of RBI and CCI (i.e., almost all of the remaining subsidiaries) house the Group’s owned stores (under the Roche Bobois or Cuir Center brand).

No company in the Group holds strategic assets (strictly speaking), although it should be noted that: o RBI holds rights over the Roche Bobois trademark and registered models as well as the franchise contracts; o CCI holds the rights over the Cuir Center trademark and franchise contracts; and o the following four subsidiaries own real estate assets: Inpala (showroom on Beverly Boulevard in Los Angeles), Paritalia Srl (showroom in Bologna, Italy), Objets et Fonctions (showroom in Fribourg, Switzerland) and SCI Gallois de Regard (showroom in Annecy, France) (see Section 8.1 of this registration document).

Management of the Group’s French subsidiaries is generally provided by one of the Company's managers. Management of the Group’s foreign subsidiaries is generally provided by other managers in the Group (in particular, Martin Gleize, Director of International Development, and Pierre Tizzani, Director of European Subsidiaries), based in France or abroad.

Minority shareholders and shareholders outside the Group:

• Roche Bobois Groupe:

Gilles Bonan, Guillaume Demulier and Eric Amourdedieu hold, together, 1.09% of the share capital and voting rights of Roche Bobois Groupe as a result of free share aplans (on this subject, see Note 4.12 of the exhibit to the financial statements, which is included in Section 20.1 of the Document de Base and Sections 19.2 f) and g) of the Document de Base). This percentage will be increased to 2.90% on 28 July 2018 if the Company launches an IPO by no later than this date (see table No. 10 in Section 15.1 of the Document de Base).

• Cuir Center International:

Minority shareholders outside the Group hold 4.44% of the share capital and voting rights of Cuir Center International (notably through core historic franchisees). One of these minority shareholders is a member of the Board of Directors of Cuir Center International.

• Déco Center 95:

Olivier de Lattre, a shareholder outside the Group, owns 50% of the share capital and voting rights of this company (SAS), which operates stores under the Cuir Center brand. This shareholder is the chairman (Président) of Deco Center 95, and Eric Amourdedieu, the Group CEO, is its CEO (Directeur Général). A shareholders’ agreement governing the terms for disposal of the shares of this company was entered into between this outside shareholder and Cuir Center International.

• Parloire:

Gilles Bonan owns 49% of the share capital and voting rights of Parloire (SARL), Gilles Bonan, together with François Roche, being the co-managers of Parloire (SARL). A shareholders’ agreement governing the terms for disposal of the shares of this company was entered into between Gilles Bonan and Roche Bobois International.

• Deco Center Essonne:

50% of the share capital and voting rights of Deco Center Essonne (SARL), which operates the Cuir Center showroom in Monthléry, are held by a legal entity shareholder outside the Group. This shareholder also manages it.

• La Compagnie du Canapé:

This company (SARL), has been restructured. The restructuring process is still ongoing as it is not profitable. The Group's outside shareholders’ stake in the share capital and voting rights shifted from 49% to 6.36% by the end of fiscal year 2017. Cuir Center International holds the remaining 93.64%. One of the minority shareholders manages this company. Its main assets are two Cuir Center stores, one of which must close by the end of 2018 and the other must be sold to Deco Center 95. La Compagnie du Canapé will then be voluntarily liquidated or merged with another company in the Group. This restructuring is part of a process to simplify the Group’s structure, which was set up several years ago.

• Roche Bobois Italia:

Roche Bobois International holds 90% of the share capital and voting rights of this company. The remaining 10% are held by a shareholder outside the Group that works at one of the Group's suppliers.

• Coxbury:

Roche Bobois International holds 90% of the share capital and voting rights of this company. The remaining 10% are held by Martin Gleize (Director of International Development for the Group).

• Serenity:

Roche Bobois International holds 90% of the share capital and voting rights of this company. The remaining 10% are held by Martin Gleize (Director of International Development for the Group).

• Parizona:

Roche Bobois International holds 95% of the share capital and voting rights of this company. The remaining 5% are held by Nathalie Chianura, head of the Phoenix, Arizona Roche Bobois store in the United States.

Group companies

The companies included the Group at the registration date of the Document de Base are presented in the table below:

Company Operating region Country % stake Business Brand ROCHE BOBOIS SAS Ile de France FRANCE 100 Holding Services & Holdings ROCHE BOBOIS Lead holding company (Finance, Human GROUPE SA Ile de France FRANCE 98.88 Resources, IT, Advertising) Services & Holdings EDAC Ile de France FRANCE 98.79 Roche Bobois stores Roche Bobois INTERIEURS 92 Ile de France FRANCE 98.79 Roche Bobois stores Roche Bobois DMC Ile de France FRANCE 98.79 Roche Bobois stores Roche Bobois BOBOIS D'AUJOURD'HUI Ile de France FRANCE 98.79 Roche Bobois stores Roche Bobois INTERIEURS 37 Centre FRANCE 98.73 Roche Bobois stores Roche Bobois INTERIEURS 84 PACA FRANCE 98.79 Roche Bobois stores Roche Bobois Auvergne Rhône- INTERIEURS 38 Alpes FRANCE 98.79 Roche Bobois stores Roche Bobois INTERIEUR CONTEMPORAIN Normandy FRANCE 98.79 Roche Bobois stores Roche Bobois FROM PACA FRANCE 98.79 Roche Bobois stores Roche Bobois MARTEL SOLEIL PACA FRANCE 98.79 Roche Bobois stores Roche Bobois INTERIEURS 83 PACA FRANCE 98.79 Roche Bobois stores Roche Bobois INTERIEURS 68 Grand Est FRANCE 98.79 Roche Bobois stores Roche Bobois Auvergne Rhône- CDC Alpes FRANCE 98.79 Roche Bobois stores Roche Bobois SEMLA Pays de la Loire FRANCE 50.38 Roche Bobois stores Roche Bobois D.A.N. SL Barcelona, Spain SPAIN 98.79 Roche Bobois stores Roche Bobois IDAC Belgium BELGIUM 97.80 Roche Bobois stores Roche Bobois VEDAC Canada CANADA 98.79 Roche Bobois stores Roche Bobois Massachusetts - VIVA United States UNITED STATES 98.79 Roche Bobois stores Roche Bobois

Company Operating region Country % stake Business Brand OBJETS ET FONCTIONS Switzerland SWITZERLAND 98.79 Roche Bobois stores Roche Bobois London - United COXBURY Kingdom GREAT BRITAIN 88.91 Roche Bobois stores Roche Bobois California - INPALA United States UNITED STATES 98.79 Roche Bobois stores Roche Bobois Virginia - United DIVA States UNITED STATES 98.79 Roche Bobois stores Roche Bobois MAISON Emilia Romagna - FRANCAISE Italy ITALY 88.91 Roche Bobois stores Roche Bobois EUROPEAN California - CALIFORNIA United States UNITED STATES 98.79 Roche Bobois stores Roche Bobois MUNPAR Germany GERMANY 98.79 Roche Bobois stores Roche Bobois DUSSPAR Germany GERMANY 98.79 Roche Bobois stores Roche Bobois California - ORANGE COAST United States UNITED STATES 98.79 Roche Bobois stores Roche Bobois ANVERS DU DECOR Belgium BELGIUM 97.67 Roche Bobois stores Roche Bobois London - United SERENITY Kingdom GREAT BRITAIN 88.91 Roche Bobois stores Roche Bobois ESPACE CUIR PARIS Ile de France FRANCE 94.49 Cuir Center stores Cuir Center MONDE DU CUIR Ile de France FRANCE 94.49 Cuir Center stores Cuir Center DECO CENTER Cuir Center stores (indirect percentage of ESSONNE Ile de France FRANCE 47.24 interest) Cuir Center Cuir Center stores (indirect percentage of DECO CENTER 95 Ile de France FRANCE 47.24 interest)) Cuir Center CUIR NO.1 Ile de France FRANCE 94.49 Cuir Center stores Cuir Center LA COMPAGNIE DU CANAPE Ile de France FRANCE 88.48 Cuir Center stores Cuir Center MAGIE BLANCHE Ile de France FRANCE 94.49 Cuir Center stores Cuir Center VAROISE DU CUIR PACA FRANCE 94.49 Cuir Center stores Cuir Center

Company Operating region Country % stake Business Brand CUIR 3000 PACA FRANCE 94.49 Cuir Center stores Cuir Center Auvergne Rhône- CREA 3 Alpes FRANCE 94.49 Cuir Center stores Cuir Center DECO CENTER 76 Normandy FRANCE 94.49 Cuir Center stores Cuir Center COMPTOIR int. DU CUIR PACA FRANCE 94.49 Cuir Center stores Cuir Center SABJ Ile de France FRANCE 94.49 Cuir Center stores Cuir Center SOPHIM Ile de France FRANCE 98.79 Société Immobilière Roche Bobois INTERIEURS 76 Normandy FRANCE 98.79 Roche Bobois stores Roche Bobois SCI GALLOIS DU Auvergne Rhône- REGARD Alpes FRANCE 98.79 Société Immobilière Roche Bobois Emilia Romagna - PARITALIA Srl Italy ITALY 98.79 Société Immobilière Roche Bobois Edition of Roche Bobois products (worldwide) and Franchise center for the ROCHE BOBOIS Roche Bobois brand (except for Italy, INTERNATIONAL Ile de France FRANCE 98.79 Spain and the United States) Roche Bobois Intérieur Mobilier Monaco Monaco Monaco 98.79 Roche Bobois stores Roche Bobois ROCHE BOBOIS Franchise centre for the Roche Bobois ESPANA Spain SPAIN 98.79 brand in Spain Roche Bobois ROCHE BOBOIS Emilia Romagna - Franchise center for the Roche Bobois ITALIA Italy ITALY 88.91 brand in Italy Roche Bobois ROCHE BOBOIS East Coast - Franchise center for the Roche Bobois USA United States UNITED STATES 98.79 brand in the United States Roche Bobois Production of Cuir Center merchandise CUIR CENTER and Franchise centre for the Cuir Centre INTERNATIONAL Ile de France FRANCE 94.49 brand (for all countries) Cuir Center ESPACE CUIR BRUXELLES Belgium BELGIUM 94.49 Cuir Center stores Cuir Center

Company Operating region Country % stake Business Brand LA MAISON COLONIALE INTERNATIONALE Ile de France FRANCE 98.79 Inactive La Maison Coloniale PARLOIRE Ile de France FRANCE 50.38 Holding intermediary Services & Holdings Logistics and shared administrated LEIMAG PACA FRANCE 96.64 services - Southeast Regional Division Roche Bobois Logistics and shared administrated services - Provence Languedoc Regional GIE SERVOGEST PACA FRANCE 98.79 Division Roche Bobois East Coast - TONYMO United States UNITED STATES 98.79 Roche Bobois stores Roche Bobois Arizona - United PARIZONA States UNITED STATES 93.85 Roche Bobois stores Roche Bobois ACTUAL LINE Marbella - Spain SPAIN 98.79 Roche Bobois stores Roche Bobois East Coast - TOLITO United States UNITED STATES 98.79 Roche Bobois stores Roche Bobois London - United YING YANG Kingdom GREAT BRITAIN 88.91 Inactive La Maison Coloniale AMSTER FURNITURE Netherlands NETHERLANDS 98.79 Roche Bobois stores Roche Bobois CREAFURN Ile de France FRANCE 98.79 Product design services (internal) Services & Holdings NUEVA ERA Madrid - Spain SPAIN 98.79 Roche Bobois stores Roche Bobois INTERIEUR 57/54 Grand Est FRANCE 98.79 Roche Bobois stores Roche Bobois DECO CENTER 57/54 Grand Est FRANCE 94.49 Cuir Center stores Cuir Center Illinois - United TOSHIGO States UNITED STATES 98.88 Roche Bobois stores Roche Bobois GIE INTERIEUR Logistics and shared administrated SERVICE Ile de France FRANCE 98.79 services - Ile de France Regional Division Roche Bobois OLISSIPO DESIGN Portugal PORTUGAL 98.79 Roche Bobois stores Roche Bobois ROCHE BOBOIS East Coast - NEW-YORK 2 United States UNITED STATES 98.79 Roche Bobois stores Roche Bobois

Company Operating region Country % stake Business Brand Florida - United ICORA States UNITED STATES 98.79 Roche Bobois stores Roche Bobois BRAVA United States UNITED STATES 98.79 Roche Bobois stores Roche Bobois Florida - United PALMITA States UNITED STATES 98.79 Roche Bobois stores Roche Bobois VERA conso (inactive since December 2013) United States UNITED STATES 98.79 Inactive Roche Bobois NAPA conso (inactive since December 2013) United States UNITED STATES 98.79 Inactive Roche Bobois Florida - United AVITA LLC States UNITED STATES 98.79 Roche Bobois stores Roche Bobois California - RBPASADENA United States UNITED STATES 98.79 Roche Bobois stores Roche Bobois East Coast - PARAMUS United States UNITED STATES 98.79 Roche Bobois stores Roche Bobois LA MAISON LOMBARDIA Lombardy - Italy ITALY 98.79 Roche Bobois stores Roche Bobois

At the registration date of the Document de Base, the Group had a network of 329 stores (114 of its own and 215 franchises).

7.3 Main intra-group flows

The Company is a holding company which does not have any of its own business, nor any significant assets other than the shares of its subsidiary, Roche Bobois Groupe SA. The Company gets its funds from the dividends it receives from its subsidiary, Roche Bobois Groupe SA.

The Company's cash flows thus come exclusively from the dividends received from its subsidiary, Roche Bobois Groupe SA, and from payments under tax consolidation that the Company receives as the head of the tax consolidation group comprised of the Company, its subsidiary Roche Bobois Groupe SA and its French sub-subsidiaries (direct or indirect), of which it owns at least 95%.

The intra-group flows are detailed in Section 19.1 of this Document de Base.

8. REAL PROPERTY, FACTORIES AND EQUIPMENT

8.1 Description of real property

The registered office of the Company and its main subsidiary, Roche Bobois Groupe SA, is located at 18 rue de Lyon, 75012 Paris.

The Group generally rents its business premises (stores, offices and warehouses). The total amount of the Group’s rent, including rental fees was €23,501k for 2017.

The Group nevertheless fully owns four real estate complexes for commercial use (stores), which are located in Annecy (France), Bologna (Italy), Los Angeles (United States) and Fribourg (Switzerland) respectively.

- Annecy Roche Bobois store:

o Lots located in a condominium property at 18 rue Sainte-Claire in Annecy (74 000). o These lots represent, on the ground floor, a surface area of 86 m² and on the first floor, a usable surface area of approximately 380 m², partially raised by a mezzanine with a usable surface area of approximately 160 m². o They are owned by SCI Gallois de Regard, a subsidiary of the Group.o This complex is evaluated at its historic value per the financial statements of SCI Gallois de Regard, i.e. a gross value of €535k and a net value of €313k as at 31 December 2017.

- Bologna Roche Bobois store:

o Commercial property unit located in Bologna (Emilia-Romagna), at Strada Maggiore, number 11 (floors T1 and S1), inside an old “palazzo nobiliare” (Palazzo Lupari). o The total surface area is approximately 1,036 m² (414 m² on the ground floor, 172 m² on the first floor, and 450 m² on level -1). o These premises are owned by the Italian company Paritalia SRL, a subsidiary of the Group, and are valued in its financial statements at a gross amount of €749k (€740k net).

- Los Angeles Roche Bobois store:

o A freestanding building located at 8850 Beverly Boulevard, West Hollywood, CA 90048. o The surface area of the lot is 9,875 square feet (i.e. approximately 917 m²) which contains a two-story construction built in 1959, for commercial use. o The building has a total gross surface area of 10,600 square feet (approximately 984 m²), with 7,911 square feet (735 m²) on the ground floor. o This complex, owned by the California company Inpala, a subsidiary of the Group, is evaluated at its historic value, i.e. as at 31 December 2017, a gross amount of €4,508k and a net amount of €3,741k.

- Fribourg Roche Bobois store:

o A freestanding building located in Avry (CH-1754), in the suburbs of Fribourg (number 33 route de Matran, Avry-Bourg), for commercial use. o The total surface area of the building is approximately 950 m². This space consists of a ground floor and another single story. o This property, owned by the Swiss company Objets et Fonctions, a subsidiary of the Group, is evaluated at its historic value, i.e. as at 31 December 2017, a gross amount of €2,316k and a net amount of €1,592k. These real estate assets consequently represent a total net value of €6,386k on the Group's balance sheet as at 31 December 2017.

8.2 Environmental issues

The nature of the Group's operations does not result in significant environmental risks.

Starting from the year ending 31 December 2018, and as long as the Company’s shares are admitted for trading on the regulated market of Euronext in Paris, the Group will be carrying out the processes and procedures required by law to measure its impact beyond its own business by including the impact of its suppliers, subcontractors and customers that use its products.

9. EXAMINATION OF RESULTS AND FINANCIAL POSITION

Readers may review the following information regarding the Group’s financial position and results, along with the entirety of this Document de Base, and in particular the Group's consolidated financial statements, prepared in accordance with IFRS, which appears in Section 20.1.1 - “Consolidated financial statements prepared in accordance with IFRS for fiscal years 2017, 2016 and 2015” of the Document de Base.

The financial statements prepared under French accounting rules for the fiscal year ended 31 December 2017 appear under Chapter 20 - "Financial Reporting” of the Document de Base. The differences between the financial statements according to the French standards and the IFRS are presented in Note 7.4 to the consolidated financial statements, which are presented in Section 20.1.1 - “Consolidated financial statements prepared in accordance with IFRS for fiscal years 2017, 2016 and 2015” of the Document de Base. The IFRS consolidated financial statements present a list of income by allocation.

The comments to the financial statements presented in Sections 9 and 10 of the Document de Base are prepared based solely on the consolidated IFRS financial statements inserted in Section 20.1.1 - “Consolidated financial statements prepared in accordance with IFRS for fiscal years 2017, 2016, and 2015” of the Document de Base.

9.1 General presentation

9.1.1 Revenue

The Group's operating income consists of revenue linked to the sale of products at its owned stores, fees and commissions related to its franchise business, and services provided.

Sale of merchandise at owned stores

The majority of sales at Roche Bobois and Cuir Center stores were supply-to-order, meaning manufactured on demand.

When a customer places an order, they pay a deposit of between 30 and 50% of the total amount. This deposit is recorded in current debt.

Revenue is recognised at the time of delivery or when the product is picked up.

Customer discounts are integrated into this line, reducing sales.

Franchise fees paid by franchisee stores

Franchise fees are calculated for the orders placed (percentage) at franchisee stores. They provide compensation for use of the trademark and all of the know-how provided by the franchise. They also include advertising contributions.

Commissions paid by manufacturers on the volume purchased at stores, in consideration for the production of their product and access to the Roche Bobois and Cuir Center networks

The Group has entered into agreements with its suppliers for the licensing of its trademark, manufacturing and exclusive distribution of its products as listed in the contract within the Roche Bobois or Cuir Center networks. To that end, the Group charges its suppliers a fee that is measured as a percentage of the purchases made by its stores (owned stores or franchises). For sales of suppliers to franchisee stores, the fee is recognised under revenue, based on the purchases made by stores. For suppliers’ sales to owned stores, the fee is considered to be a reduction in the product purchase price. It is thus not recorded in revenue, but as a reduction in purchases. It is also deducted from the stock value.

Services billed, in particular deliveries paid for by customers and logistical services

The Group also sells transportation services (customer deliveries) and logistical services.

9.1.2 Gross margin

The Group’s business model is entirely “fabless” and the Group does not consequently have production units.

It relies on a pool of manufacturers for the Roche Bobois brand, who are all located in Europe, and on another pool for the Cuir Center brand, which are located in Europe or Asia, where the trademarked products are purchased.

Furthermore, there is no central ordering. The owned stores and franchisees directly purchase the listed products with the manufacturers.

Purchases in the consolidated income statement thus only comprise purchases from owned stores.

All of these purchases are billed and paid for in euros, including for Cuir Center suppliers located outside the euro zone.

9.1.3 External expenses

External expenses are established by central advertising, funded in part by the contributions of the franchisees and the costs incurred by the network of owned stores or support services, in particular rent, maintenance fees, customer delivery fees, etc.

9.1.4 Staff costs

Staff costs include staff remuneration, social security contributions, and share payments recorded under IFRS 2.

9.1.5 Other operating income and expenses

Recurring costs and income directly linked to the Group's business but presented distinctly to facilitate an understanding of the current operating performance.

They include the net book value of assets sold (or discarded) and, where applicable, the corresponding income or loss on irrecoverable debt.

Furthermore, when stores are credit intermediaries, they end up receiving a commission from credit institutions (paying customer credits) or assuming bank charges (free customer credits). The corresponding income and expenses are likewise recorded in this category.

100

9.1.6 Financial income and expenses

Financial income primarily consists of the following items:

- interest expense corresponding to the Group's bank lines; - result from exchange rates, primarily corresponding to gains and losses on commercial transactions; - change in fair value on financial instruments, in this case, rate hedge swaps.

9.2 Comparison of the financial statements from the last three fiscal years

9.2.1 Establishment of operating income and net income

Revenue and gross margin

For fiscal years 2017, 2016, and 2015, the Group’s consolidated revenue broke down as follows:

REVENUE by business (Amounts in €k) 31/12/2017 31/12/2016 31/12/2015

Sale of merchandise at owned stores 218,372 218,576 212,925 Franchise Fee 11,425 11,607 11,967 Supplier commissions & other activities 9,494 8,776 8,459 Services (including charged deliveries) 9,241 9,478 7,267 Total revenue 248,531 248,438 240,618

REVENUE by sector (Amounts 31/12/2017 31/12/2016 31/12/2015 in €k)

Between 2015 and 2016, sales of merchandise from owned stores increased 2.7% (+ €5.7 million), while sales of services, in particular delivery fees billed to customers, increased €2.2 million.

Total consolidated revenue in turn increased over the two fiscal years by €7.8 million.

From a geographic standpoint, this growth was essentially a result of the buoyancy of store and new openings in the United States and Canada. In these two countries, the impact on consolidated revenue was €10.8 million (in euros at current prices), primarily linked to a volume effect for €10.6 million.

101

In the United Kingdom, even though foreign currency sales continued to grow slightly, the devaluation of the pound sterling negatively impacted revenue in this sector (total exchange rate effect on sales in the United Kingdom of €2.6 million).

Roche Bobois revenue in France increased by approximately €1.6 million between 2015 and 2016 (€81,766k versus €80,205k), and the contribution from European stores (excluding the United Kingdom) increased €1.5 million.

Conversely, notably following the closure of unprofitable Cuir Center stores, the Cuir Center brand’s contribution to consolidated revenue dropped €3.3 million, from €36.6 to €33.3 million.

In 2017, consolidated revenue was €248.5 million, which was stable compared to 2016.

With regard to France, sales levels during 2017 were lower than in 2016 (€80,359k, compared to €81,766k), which is partly due to delivery delays at the end of the year. The order portfolio also grew sharply as at 31/12/2017 compared to 31/12/2016. These delivery delays were reported during the first quarter of 2018. As a result, for France, consolidated revenue totalled €20,715k as at the first quarter of 2018, versus €18,563k as at the first quarter of 2017, a 10.4% increase.

Growth was notably hindered by an exchange rate effect which heavily impacted the dollar by the equivalent of €1.4 million, and the British pound by €1.3 million.

In the United Kingdom, revenue was impacted by exchange rates, with sales growing slightly in GBP over the period (+200k GBP). Growth at constant scope and exchange rates (on a like-for-like basis) was higher until Brexit was announced.

Without these negative exchange rate effects, the Group’s consolidated revenue would have grown 1%.

Sales margin for owned stores (Amount 31/12/2017 31/12/2016 31/12/2015 in €k)

Sale of merchandise at owned stores 218,372 218,576 212,925 Cost of good sold (COGS) -91,788 -91,026 -88,221 Gross margin in value 126,584 127,550 124,704 Gross margin as % of revenue 58.0% 58.4% 58.6%

The Group’s gross margin (business of owned stores) has been stable over the past three fiscal years.

2017 was also negatively impacted by an important destocking operation in the United States that was carried out in conjunction with moving the warehouse from New Jersey. This operation has impacted purchases by around US$900k.

102

Externalexpenses

External expenses represented a total of €82.9 million in 2017, compared to €81.7 million in 2016 (i.e. +1.5%) and €80.5 million in 2015 (+1.5%, also compared to 2016).

The most significant of these expenses consist of advertising, publications, and public relations, which represented €28.6 million in 2017, rent and rental expenses (primarily the store network) for €23.5 million in 2017, and the transportation of goods (primarily the cost of delivery to customers) for €8.4 million in 2017.

31/12/2017 31/12/2016 31/12/2015 External expenses (Amounts in €k)

Advertising, publications, public relations -28,600 -28,882 -28,947 Rentals and rental fees -23,501 -23,024 -22,638 Transportation of goods -8,393 -7,956 -7,794 Fees -4,877 -4,797 -5,234 Maintenance and repairs -3,798 -3,596 -3,281 Subcontracting -3,244 -3,235 -3,065 Travel and entertainment -2,651 -2,511 -2,411 Credit card fees -2,131 -1,990 -1,774 Outside staff -1,224 -1,341 -1,334 Insurance premiums -1,039 -1,180 -1,021 Studies, research, documentation and seminars -1,000 -932 -374 Store opening costs -974 -618 -837 Other -1,481 -1,625 -1,765 Total external costs -82,912 -81,688 -80,473

Advertising, publications and public relations

Advertising, publication, and public relations costs have remained stable over the past three years, at €28.6 and €28.9 million.

They consist of central advertising (at the country level through the Group’s centres, and financed simultaneously by its owned stores and franchises through an advertising contribution) and by the local advertising of owned stores.

Rent and rental fees

With the exception of four stores (Los Angeles, Fribourg, Bologna and Annecy), the Group does not own its premises, and thus has to rent its business premises (stores and, to a lesser extent, office warehouses).

These rent and rental fees accounted for €23.5 million in 2017, compared to €23.0 million in 2016 (+2.1%) and €22.6 million in 2015 (+1.7%).

103

The increase essentially corresponds to openings and developments of the Group, as well as to increases in rent linked to contractual indexing provided for in the leases.

Therefore, in 2016, rent included, for example, a Roche Bobois expense from the Passadena and Paramus stores (opened in 2015) for the full year.

In 2017, rental expenses were impacted by the new showroom in Saint-Denis, and pro rata temporis by the year’s openings (Miami Design District, New York Upper West Side, St Maximin, and Nice Cap 3000).

Transportation of goods

This line item primarily corresponds to expenses incurred by stores for downstream transport (deliveries to end customers). These services are generally outsourced and billed according to a percentage of the value of the products transported. This is essentially a variable expense.

Between 2016 and 2017, these costs increased 5.5%, from €8.0 to €8.4 million. This increase essentially comes from the New York region, and is in line with the change in volumes delivered. Between 2015 and 2016, the increase was likewise linked to a volume effect, for the United States and Europe (excluding France).

Credit card fees

These are fees paid to banks or credit card institutions (Visa, Mastercard, American Express, etc.) when customers pay their deposits or balances at delivery by card.

These costs increase more quickly than the Group's sales due to a country mix effect. Indeed these costs are considerably greater in the United States than in France, for example.

Store opening costs

Roche Bobois and Cuir Center stores make the bulk of their sales through the supply-to-order model, meaning with products made to order, which are customised and manufactured on demand.

Revenue is incidentally recorded at the time of delivery to the end customer, with the specification that the average delay between receiving an order and delivery is three months on average plus shipping time for vessel transport (which varies depending on location) for deliveries outside Europe.

When opening a new store, there is consequently a delay of several weeks when the store incurs sales expenses (notably rent, advertising, staff costs) without beginning to generate revenue.

Opening expenses reflect these costs. They are only calculated for new openings within the fiscal year, and pertain to a ratio between delivered revenue and ordered revenue.

This ratio is only calculated for a store’s opening year. Opening expenses are calculated using the following formula:

[1 - (delivered revenue/ordered revenue)] * amount of annual rent, advertising fees and staff costs.

104

These costs are integrated into the EBIT before non-recurring items, and into the EBIT. They will nevertheless be restated in the presentation of the Group's current EBITDA.

Staff costs

Staff costs (Amounts in €k) 31/12/2017 31/12/2016 31/12/2015

Staff remuneration 38,615 37,873 35,015 Social security contributions 11,662 11,283 11,185 Payments in shares (free share allocation plan) 2,198 956 0 Total staff costs 52,476 50,112 46,200

The staff costs for the Roche Bobois and Cuir Center stores include a significant variable component which is generally calculated for store orders (for the store supervisor or manager) and on personal business (for salespeople).

The amount of staff costs thus broadly evolves as a function of sales. Nevertheless, it should be noted that there is a gap of a few months between the revenue recorded upon delivery to the end customer and the commission to salespeople based on orders placed.

The Group's staff has evolved as follows over the last three fiscal years.

Roche Cuir Center Total STAFF Bobois

2015 Fiscal Year 644 97 741 2016 Fiscal Year 651 96 747 2017 Fiscal Year 687 96 783

The bulk of the growth in staff between 2015 and 2017 (i.e. 42 people) primarily comes from the United States (39 people). These were primarily sales, logistics and headquarters staff, which grew in lockstep with the Group's growth in the United States.

Free shares

Following the authorisation on 5 July 2016 from the general meeting of Roche Bobois Groupe SA, the management board of this subsidiary allocated 522 free shares to three of the Group’s officers.

As part of the commitments signed 28 July 2016 with the 3 beneficiaries of the free shares of Roche Bobois Groupe SA, the Company committed to ensuring the future liquidity of these shares, notably by

105

granting a promise to purchase to each recipient, able to be exercised in three tranches, starting from 2021.

The share value for exercising these promises is provided for in these contractual commitments by a formula based on the consolidated EBIT, consolidated EBITDA, and consolidated net debt of Roche Bobois Group SA, per French guideline CRC 99-02.

The table below summarises the data related to this plan as well as the assumptions used for contractual valuation:

- Free shares are vested annually, at each anniversary date of their allocation, for a total of 174 shares the first year (Tranche 1), 130 shares the second year (Tranche 2), and at most 218 shares the third year (Tranche 3), and

- The three tranches are subject to an attendance condition. Only the third tranche is subject to a performance condition.

Breakdown of the charge recorded for the 2017, 2016 and 2015 fiscal years: 2015 Fiscal Year 2016 Fiscal Year 2017 Fiscal Year

Number of Cumulative expense Cumulative Cost Cumulative expense Cumulative expense Type options at the beginning of 2015 expense expense as at 2016 expense 2017 expense IFRS 2 plan as at 31/12/2016 as at 31/12/2017 outstanding the year 31/12/2015

Free shares 522 3,878 0 0 0 955 955 2,198 3,153

These free shares are subject to a 20% corporate social contribution at the time of final allocation. A provision is also recorded during the share allocation period.

The cost of this plan is incorporated into the staff costs and thus impacts the EBIT before non-recurring items, and the Operating Income. However, it is restated when calculating the current EBITDA.

New contractual commitments will replace the above-mentioned agreements when the Company launches its IPO, the main terms and conditions of which are described in Section 19.2 f) of the Document de Base.

Taxes and duties

The Taxes and Duties line item was stable from 2015 to 2016. From 2016 to 2017, the Group received €384k in CVAE (French corporate tax assessment) refunds and a €320k decrease in tax withholdings on designer royalties.

Provisions net of reversals

Provisions net of reversals increased from -€770k in 2016 to +€295k in 2017, a +€1,066k improvement, mainly due to the following:

- operating provisions in 2016 for the Stella Diffusion dispute (€250k) and the Vasarely dispute (€100k), with no equivalents in 2017, resulting in a +€350k impact;

106

- provisions for operating receivables in 2016 pertaining to €184k in commissions for the supplier Polaris and €40k in commissions for former supplier Spagnesi, with no equivalent in 2017, resulting in a +€224k impact.

The rest comprises individual non-material variances.

Provisions net of reversals decreased from +€710k in 2015 to -€770k in 2016, a -€1,481k decline, mainly due to the following:

- reversal of a provision for inventory impairment in 2015 at Objets et fonctions (a Swiss subsidiary) for €267k, without an equivalent in 2016, resulting in a -€267k impact.

- reversals of provisions on operating receivables in 2015 after recognising €206k in losses on doubtful receivables and €92k in settlements, without an equivalent in 2016, resulting in a -€298k impact.

Other current operating income and expenses

Recurring costs and income directly linked to the Group's business but presented distinctly to facilitate an understanding of the current operating performance.

They include the net book value of assets sold (or discarded) and, where applicable, the corresponding income or loss on irrecoverable debt.

This other current operating income and expenses represents a total weight of €2,041k in 2015, €1,556k in 2016, and €408k in 2017.

Other current operating income and expenses (amounts in €k) 31/12/2017 31/12/2016 31/12/2015

Net book value of assets sold -311 -952 -2,525 Proceeds from disposal of assets 309 283 1,022 Bad debts -238 -734 -836 Net commissions on trade receivables 56 120 105 Other miscellaneous income and expenses -343 -228 361 Franchise royalties -57 -45 -170 Other current income and expenses -585 -1,556 -2,041

Essentially, in 2015 and 2016, the Group performed more transactions that resulted in store closures or discarded layouts, which caused losses in value (discarded products or products sold at a price lower than the net book value). These effects represented an expense of €1.5 million in 2015 compared to €0.7 million in 2016 (neutral in 2017).

Therefore, in 2015, the Group sold the premises of the former Cuir Center store in Quimper for €300k and its London 2 store for €501k. At the same time, there was an asset retirement of €548k for a Cuir Center International property (premises of Quimper and fittings of the Queue-en-Brie store) and another for €698k (London 2).

107

In 2016, the Group assigned the lease right to its Chambéry store (Bois Meuble 73) for €276k. This store had a net book value of €128k. The renovation work on the Suresnes store (Intérieurs 92) resulted in the discarding of €357k in fixed assets.

Lastly, in 2017, the Group sold a pavilion it owned in Coignières where the land was being used as a parking lot for €250k. The net book value corresponds to €117k. The Group also discarded certain fixed assets during the renovation work, but in much lower proportions than in previous years (at its subsidiary Inpala in Los Angeles for €84k and at Intérieur 38 in Grenoble for €73k).

108

Depreciation charges

Changes in the “depreciation charges” line item:

FURN-INVEST Comments 2017 Fiscal Year Change A / A-1 2016 Fiscal Year Change A / A-1 2015 Fiscal Year Income statement in €k 12 months 12 months 12 months Depreciation/amortisation and impairment on AC=R68111 intangible assets -391,995 34,398 -426,393 -93,036 -333,357 AC=R68112 Depreciation/amortisation and impairment on -5,957,407 -462,431 -5,494,976 207,220 -5,702,197 In 2017, increased allocations for Objets et fonctions due to store property, plant and equipment renovations in Switzerland (+€70k), CCI following the move to St Denis (+€68k), RBI (+€54k) following the move to St Denis, Cuir 3000 (+€46k) and Amster Furniture following the store renovation (+€49k). In 2016, allocations for RBR Cie Montlhéry (-€68k), Intérieur 57/54 (- €137k), European California (-€56k), Tolito Manhasset (-€70k). AC=R78111 Reversals/amortisation and impairment on 0 -348,711 348,711 127,425 221,286 In 2016, the following 3 companies were acquired: INTERIEUR 92 for intangible assets €118k (closure of the Chevreuse store), BOIS MEUBLES 73 for €111k (closure of the Chambéry store) and RBI PARIS for €120k (move to the St Denis site). AC=R78112 Reversals/amortisation and impairment on 0 -21 21 -330,542 330,563 In 2015, restatement of Paritalia's finance lease for €320k. property, plant and equipment AC=R68760 Exceptional impairment of assets (impairment) -82,232 -82,232 0 402,394 -402,394 In 2017, allocation of €82k for INTERIEUR 57/54 (transfer of the Metz store). In 2015, allocation of €219k to Tonymo, €109k to Totem Nice and €75k to Inpala.

Depreciation and amortisation -6,431,634 -858,997 -5,572,637 313,462 -5,886,099

109

Other non-current operating income and expenses

The 2016 expenses (US$700k or €632k) and 2017 expenses (US$200k or €177K) correspond to expenses and provisions concerning the class action suit in California brought by three employees of the Los Angeles Roche Bobois store (two of whom were no longer employees as at 31/12/2017), against our European California subsidiary (see Section 4.8 of the Document de Base).

The plaintiffs maintain that the method of compensation, based on a sales commission system, led European California employees to not be compensated for their hours worked, due to time spent performing tasks supposedly not linked to a sale, for which no commission could be earned. They also state that they did not have breaks for meals or rest, that they were not paid overtime, that they were not paid for sick days, and that they were not paid for their professional expenses.

European California disputes the majority of the grounds for these allegations, for which a provision of US$900k was established in the Financial Statements as at 31 December 2017.

Current EBITDA

- store opening costs as defined in point 1.2.1.2

- share-based payments calculated under IFRS 2

- depreciation, amortisation and impairments.

110

31/12/2017 31/12/2016 31/12/2015 Current EBITDA reconciliation

EBIT before non-recurring items 11,396 13,666 14,312 Store opening costs 974 618 837 Share-based payment 2,198 956 0 Depreciation, amortisation and impairment of non- current assets 6,432 5,573 5,886

Current EBITDA 21,000 20,813 21,034 Of which Roche Bobois 22,363 23,216 22,342 Of which Cuir Center 3,369 2,349 2,946 Of which Corporate -4,732 -4,753 -4,254

Geographic current EBITDA per brand (amount in €k) 31/12/2017 31/12/2016 31/12/2015

Roche Bobois France 3,177 2,732 2,451 Roche Bobois USA/Canada 10,409 11,252 9,515 Roche Bobois UK 2,597 3,330 4,315 Roche Bobois Other Europe 3,559 3,391 3,406 Roche Bobois Others (overseas) 2,620 2,511 2,655 Cuir Center 3,369 2,349 2,946 Corporate -4,732 -4,753 -4,254 21,000 20,813 21,034

The current EBITDA has been stable over the past three years, settling within a range of between €20.8 and €21 million.

Each geographic sector (or brand) analysed simultaneously includes the contribution to current EBITDA of owned stores, as well as the supplier commissions and franchise fees corresponding to the geographic sector (or to the brand).

Over the past three years, the United States/Canada have remained the leading contributors of the Group, and represent between 45 and 55% of the total current EBITDA. 2017 was down slightly at €10,409k compared to €11,252k in 2016, due to a negative exchange rate effect and the impact of the operation to discard stock, which represented approximately US$900k.

The Roche Bobois contribution in France grew over the last three years, moving from €2,451k in 2015 to €2,732k in 2016, and €3,177k in 2017, i.e. 11.7%, 13.2%, and 15% of the total respectively. The same is true for the Cuir Center trademark (essentially established in France) whose contribution to the Group's current EBITDA went from €2,946 to €3,369k between 2015 and 2017.

In both cases, in France, there are essentially volume effects that allow fixed costs to be better absorbed.

111

Changes in current EBITDA France were due to a combination of several opposing impacts:

- a decrease in the Paris region’s contribution to EBITDA (-€796k between 2017 and 2015) in line with a €1.7 million decline in revenue (delivery delays at the end of 2017);

- improved profitability in the Southeast region (Nice, Antibes, Toulon) driven in particular by growth in the Antibes-Vallauris store (regional EBITDA contribution: +€593k between 2015 and 2017); and

- an increase in EBITDA in the East region (Strasbourg, Metz, Nancy) thanks to a €1.0 million (+24%) increase in revenue, combined with an improved gross margin and better management of operating expenses (+721k impact).

For Cuir Center, improved profitability came from volume effects at stores experiencing growth that absorbed their fixed costs better (Paris region or Marseilles-Provence region). On the other hand, total revenue was negatively impacted by disposals or deconsolidations of low-profit or unprofitable stores (decrease in consolidated revenue and even a positive impact on profitability).

For example, the deconsolidation of the Coignières store in 2015 (SARL Monde du Cuir), which adversely impacted Cuir Center’s revenue by €1.0 million). This store did not contribute to EBITDA, however. Another example would be the disposal of a Cuir Center franchise store in Metz (€0.5 million decrease in revenue), when this store was operating at a loss (€0.2 million negative contribution to EBITDA in 2015).

Profitability for owned stores is monitored based on an income statement that includes franchise fees and advertising fees paid to the Group (even if they are eliminated on consolidation). A store is considered unprofitable when its operating income is negative for several consecutive years. However, the number of closings is limited given actions plans that are put in place before making the decision to close a store.

Lastly, the United Kingdom’s contribution to the Group's profitability decreased, going from €4,315k to €2,597k between 2015 and 2017, in particular due to the devaluation of the British pound as detailed below:

All purchases are made in euros (the group currency), so fluctuations in the British pound do not have an impact on consolidated contribution. Sales from owned stores in the United Kingdom are made in GBP and all operating expenses (rent, payroll, overheads, advertising, etc.) are also in GBP. The foreign exchange impact therefore takes place when translating income (or EBITDA), which is mechanically modified by the exchange rate when it is included into the Group’s consolidated financial statements.

The “Other Countries” region pertains to areas where the Group only operates via franchises. It receives franchise fees and supplier commissions from these countries along with very limited expenses (staff costs allocated to the business, editing and congress costs allocated to certain countries, etc.).

For other regions, the business is either wholly owned, or mixed franchise / owned stores, and these regions have operating expenses for the owned stores.

112

Financial income and expenses

FINANCIAL INCOME AND EXPENSES (Amounts in €k) 31/12/2017 31/12/2016 31/12/2015

Cost of net financial debt -391 -564 -792 Interest expense -391 -564 -792

Other financial income and expenses -636 -52 345 Exchange rate result -645 -329 349 Change in fair value of financial instruments 12 48 51 Financial revenue from equity interests 0 2 15 Other -3 227 -70

Net financial result -1,027 -616 -448

The cost of net financial debt decreased significantly between the three fiscal years, going from €792k in 2015 to €564k in 2016, and €391k in 2017, in line with the Group’s strong debt reduction.

Furthermore, the exchange rate result was positive in 2015 (€+349k), specifically as concerns the appreciation of the dollar. It was negative in 2016 (-€329k) since the dollar and British pound had a negative impact. This trend increased in 2017 (-€645k) with strengthened effects from the dollar and British pound.

The line item “Other” was impacted in 2016 due to exchange rate revenue on a dividend payment from a California subsidiary.

113

Corporate tax

The tax expense was €3,654k for 2017, which was stable compared to 2016.

Between 2015 and 2016, the tax expense increased from €2,776k to €3,448k, which was essentially in line with the change in tax income from the US subsidiaries.

The Group has a tax consolidation agreement at the Company level which included 23 companies as at 31 December 2017. In France, the current tax rate applicable to the Group was 33.33%. A gradual reduction in the applicable rate, to 28%, then to 25%, for commitments of more than five years, was considered.

Deferred tax assets are recorded under tax losses available to be carried forward, when it is probable that the Company will have future taxable profits on which these unused tax losses may be attributed. In application of this principle, no deferred tax asset was recorded in the Company's financial statements beyond the deferred tax liabilities.

As at 31 December 2017, the Company had a conservative approach as concerns activating deficits available to be carried forward, since only €397k were activated (see Note 5.6 to the financial statements in Section 20.1 of this Document de Base).

Basic earnings per share

The basic earnings per share is calculated by dividing the net profit due to the Company’s shareholders by the average weighted number of shares circulating during the fiscal year.

There are no diluting instruments to be recorded for the periods presented.

BASIC EARNINGS PER SHARE 31/12/2017 31/12/2016 31/12/2015

Income for the fiscal year (in €k) 6,538 8,970 11,088

Average weighted number of shares outstanding 98,752,155 98,752,155 98,752,155

Basic earnings per share (€/share)* 0.07 0.09 0.11

Diluted earnings per share (€/share) 0.07 0.09 0.11

(*) calculated

114

9.2.2 Analysis of the balance sheet Non-current assets

Goodwill

Goodwill amounted to €4.7 million for the last three fiscal years. It is primarily held by Roche Bobois France. No impairment index has been identified over the past three fiscal years, and no depreciation was thus recorded. Goodwill by sector

(Amount in €k) 31/12/2017 31/12/2016 31/12/2015

Roche Bobois France 3,206 3,206 3,206 Roche Bobois USA/Canada 390 390 390 Roche Bobois Other Europe 530 530 530 Cuir Center 603 603 603 4,730 4,730 4,730

Intangible assets

Software and Right to lease other intangible assets OTHER INTANGIBLE ASSETS (Amounts in €k)

Status of financial position as at 1 January 2015 2,289 450 Acquisition 55 43 Disposal and reclassification 0 458 Change in scope -206 1 Translation gains or losses 0 1 Amortisation 0 -259 Impairment -20 0 Financial position as at 31 December 2015 2,118 695 Acquisition 308 116 Disposal and reclassification -179 15 Change in scope -22 0 Translation gains or losses 0 0 Amortisation 0 -318 Impairment 0 0 Financial position as at 31 December 2016 2,224 508 Acquisition 540 316 Disposal and reclassification -30 17 Change in scope 0 0 Translation gains or losses 0 0 Amortisation 0 -385 Impairment -41 0 Financial position as at 31 December 2017 2,693 456

Intangible assets primarily consist of the right to a lease and software.

115

During the period, the value of leasehold rights went from €2,289k to €2,693k between the opening of 2015 and the close of 2017. The main changes are linked to the acquisition of leases of the Cuir Center store in Toulon La Valette (in 2016) and of two Roche Bobois stores in Milan (in 2017).

The value tests conducted did not reveal any impairment.

Tangible assets

Technical Fixtures and Assets under Land Buildings installations, Total fittings construction PROPERTY, PLANT AND EQUIPMENT equipment (Amounts in €k)

Statement of financial position as at 1 January 2015 3,552 4,507 2,292 20,463 536 31,351 Acquisition 0 0 1,642 5,065 116 6,822 Disposal and reclassification 0 -320 0 -1,086 -535 -1,942 Translation gains or losses 301 338 118 778 0 1,536 Change in scope -130 -127 -2 -242 1 -500 Amortisation 0 9 -723 -5,217 0 -5,931 Impairment 0 0 0 0 0 0 Statement of financial position as at 31 December 2015 3,723 4,408 3,329 19,760 118 31,337 Acquisition 0 294 1,298 5,550 667 7,809 Disposal and reclassification 0 2 -10 -357 -112 -477 Translation gains or losses 107 75 90 -241 0 30 Change in scope 0 0 0 0 0 0 Amortisation 0 -273 -881 -4,246 0 -5,400 Impairment 0 0 0 0 0 0 Statement of financial position as at 31 December 2016 3,830 4,506 3,825 20,466 672 33,299 Acquisition 150 610 1,654 7,283 331 10,028 Disposal and reclassification -763 -642 -39 940 -672 -1,176 Translation gains or losses -369 -331 -348 -1,046 -5 -2,099 Change in scope 0 0 0 0 0 0 Amortisation 0 -204 -992 -4,858 0 -6,054 Impairment 0 0 0 0 0 0 Statement of financial position as at 31 December 2017 2,848 3,938 4,101 22,784 326 33,998 The Group’s main investments (tangible assets) correspond to openings or renovations in its store network. Thus in 2017: - Opening of Roche Bobois stores on New York’s Upper West Side, in the Miami Design District, at St Maximin (Oise) and Nice Cap 3000. - Transfer of Roche Bobois store from Manhasset (United States) and Metz (France) as well as the Cuir Center store in Le Havre. - Renovation of the Roche Bobois stores in Los Angeles, Geneva, London, Paris - Grande Armée, and Grenoble. In 2016: - Relocation to St Denis in a new 2,600 m² showroom space used during the Roche Bobois and Cuir Center brand congress (presentation of new products to the franchisees). - Transfer of Roche Bobois and Cuir Center stores from Toulon. - Renovation of Roche Bobois stores in Anvers (Belgium), Boston (United States), London - Harrod’s, Annecy, Suresne and Colmar.

116

In 2015: - Opening of Roche Bobois stores in Pasadena and Paramus (United States), and Paris- Maine. - Transfer of Roche Bobois stores from Zurich (Switzerland), Boston-Natick, and Costa Mesa (United States), along with Liege (Belgium). - Renovation of Roche Bobois stores in London 2 and Marseilles-Prado.

No impairment was recorded in application of IAS 36. The amount of depreciation charges for tangible assets amounted to €6,054k in 2017, €5,400k in 2016, and €5,931k in 2015.

Current assets

Stock

The bulk of the Group’s sales were made supply-to-order, meaning with products manufactured on demand, allowing for significant customisation.

Stock was thus limited to products on display at stores and customer orders received at warehouses but not yet delivered to customers.

31/12/2017 31/12/2016 INVENTORIES OF GOODS BY BRAND Roche Roche Bobois Cuir Center TOTAL Cuir Center TOTAL (Amounts in €k) Bobois

Inventories of goods 58,216 4,144 62,360 57,075 4,526 61,601 Depreciation -3,223 -568 -3,791 -3,415 -710 -4,124 Net value by brand 54,993 3,576 58,569 53,660 3,816 57,476

31/12/2015 01/01/2015 INVENTORIES OF GOODS BY BRAND Roche Roche Bobois Cuir Center TOTAL Cuir Center TOTAL (Amounts in €k) Bobois

Inventories of goods 52,999 4,419 57,418 53,018 4,776 57,794 Depreciation -3,406 -646 -4,052 -3,823 -616 -4,439 Net value by brand 49,593 3,773 53,366 49,195 4,160 53,355

Between 2016 and 2017, the increase essentially came from Italy (consolidation of two stores in Milan) and France (rise in supply-to-orders pending delivery at the close of 31 December 2017).

The volume of stock for the Cuir Center brand consistently decreased during the period, in particular thanks to destocking operations.

Between 2016 and 2017, changes in the provision for stock corresponded in the amount of €147k to a translation difference, and for the remainder to reversals related to destocking operations.

117

Customers

Trade receivables decreased over the period, going from €18,668k as at 31/12/2015 to €16,961k as at 31/12/2017.

They consisted of 76% central receivables (mainly relating to franchise fees and commissions due by suppliers, whereas store receivables related to receivables for end-customers - private individuals).

Other current receivables

As at 31 December 2017, the other current receivables amounted to €12,508k, which have changed slightly compared to 31 December 2016 (€11,647k). As at 31 December 2017, they essentially consist of VAT receivables (€3,531k), prepaid expenses (€3,657k) and supplier prepayments (€2,782k).

Cash

CASH AND CASH EQUIVALENTS 31/12/2017 31/12/2016 31/12/2015 01/01/2015 (Amounts in €k)

Bank accounts 29,138 21,014 14,282 12,441 Cash equivalents 211 362 539 512 Total cash and cash equivalents 29,349 21,376 14,821 12,953

Cash and cash equivalents consist of short-term bank deposits and futures with a maturity date of less than three months, or that are available immediately.

Cash and cash equivalents are constantly increasing due to the Group’s ability to generate operating cash flow. Therefore, in late 2017, it was €29,349k compared to €21,376k at the end of 2016, and €14,821k at the close of 2015.

118

Shareholders’ equity

COMPOSITION OF SHARE CAPITAL 31/12/2017 31/12/2016 31/12/2015 01/01/2015

Capital (in €k) 49,376 49,376 49,376 49,376

Number of shares 98,752,155 98,752,155 98,752,155 98,752,155 of which ordinary shares 98,752,155 98,752,155 98,752,155 98,752,155 of which preference shares 0 0 0 0

Nominal value (in euros) €0.50 €0.50 €0.50 €0.50

The share capital was set at €49,376,080 and was divided into 9,875,216 ordinary shares, fully subscribed and paid for a nominal amount of €5.

Net changes in the Company’s equity are solely linked to the allocation of positive net income from the various fiscal years.

Non-current liabilities

Non-current liabilities comprise the non-current portion of financial debts (detailed in Chapter 10), non- current provisions, deferred tax liabilities, and other non-current liabilities.

Non-current liabilities

These liabilities include commitments to personnel and in particular the provision for retirement benefits, which are evaluated based on the provisions provided for by the applicable collective agreement, namely Négoce Ameublement. This commitment only concerns the employees subject to French law. The main actuarial assumptions used to evaluate retirement benefits are as follows: ACTUARIAL ASSUMPTIONS REGARDING THE PENSION 31/12/2017 31/12/2016 31/12/2015 01/01/2015 COMMITMENT France

Retirement age Full rate 65-67 years Collective agreements Furniture merchants 1.30% 1.30% 2.03% 1.55% Discount rate (IBOXX Corporate AA) Mortality table INSEE 2015-2017 INSEE 2012-2014 Rate of salary increases 1.50% Turnover rate 5% to 25% - Nil from the age of 57 Social security contributions 45%

They also include provisions for disputes and liabilities:

119

31/12/2017

Amount at the Change in Amount at the beginning of the Depreciation Reversals exchange end of the fiscal PROVISIONS fiscal year rate year (Amounts in €k)

Provisions for expenses 796 177 -88 885 Provisions for litigation 361 -348 -4 9

Provisions for non-current risks and expenses 1,156 177 -348 -92 894

31/12/2016 Amount at the Change in Amount at the beginning of the Depreciation Reversals exchange end of the fiscal PROVISIONS fiscal year rate year (Amounts in €k)

Provisions for risks and expenses 25 750 -11 33 796 Provisions for litigation 221 301 -164 2 361

Total provisions for non-current risks and expenses 246 1,051 -175 35 1,156

31/12/2015 Amount at the Change in Amount at the PROVISIONS beginning of the Depreciation Reversals exchange end of the fiscal (Amounts in €k) fiscal year rate year

Provisions for expenses 68 -45 2 25 Provisions for litigation 506 108 -392 0 221

Total provisions for non-current risks and expenses 573 108 -437 2 246

- Dispute with Adyton

In 2009, Varoise du Cuir sold Adyton the premises of the current Roche Bobois store at La Valette du Var. Following a dispute as to the surface area, an amount of €386k was seized in the notary's accounts. In 2015, an agreement was entered with Adyton and the seizure was entirely released. The provision was thus reversed on 31 December 2015 and 100% used.

- Dispute with a former supplier under liquidation

Several years after one of the Group's suppliers, Stella, was placed under liquidation, the Group was assigned by the liquidator in charge of the matter to recover certain amounts. As at 31 December 2016, a €250k provision was recorded. A transactional agreement was entered in 2017 and the provision was entirely used.

- Vasarely dispute

120

acquired from Latorca, the Group allegedly violated their property and moral rights. On this second point, the Group invoked its suppliers as a guaranty, in conformity with the contracts linking the parties. Pierre and André Vásárhelyi requested compensation for damage in the amount of €1,010,000. The matter is pending before the Regional Court [Tribunal de grande instance] of Paris, and the next hearing will take place on 20 September 2018. A provision for €100k was recorded as at 31 December 2017; the Group estimates that this dispute does not pose a material risk on the products is sells given the small purchase volume that the “VICTOR” collection represents (around €100k per year).

- Class action lawsuit in California

The 2016 expenses(US$700k or €632k) and 2017 expenses (US$200k, i.e. €177K) correspond to expenses and provisions concerning the class action in California brought by three employees of the Los Angeles Roche Bobois store (two of whom were no longer employees as at 31/12/2017), against our European California subsidiary (see Section 4.8 of the Document de Base).

European California disputes the majority of the grounds for these allegations, for which a provision of US$900k was established in the Financial Statements as at 31 December 2017.

- Employee disputes

These provisions also include certain employee disputes. The amounts funded are evaluated, on a case by case basis, as a function of the estimated risks borne to date by the Company, based on claims, legal obligations, and opinions issued by the attorneys of the Group.

Other non-current liabilities

These are liabilities recorded as a provision for the Company's repurchase of free shares of Roche Bobois Group SA allocated to three of the Group’s officers following the authorisation of the company's general meeting dated 5 July 2016. This plan is detailed in Note 4.12 to the financial statements.

Current liabilities

Current liabilities are essentially comprised of the current financial debts described in Chapter 10, supplier payables, tax and employee-related payables, and prepayments from customers. Supplier payables, as well as the tax and employee-related payables were overall stable for the 2015 - 2017 period.

121

The portion of 1 to 5-year loans with credit institutions as at 31/12/2017 amounted to €6.7 million. Their maturities break down as follows:

- 1 to 2 years: €2.5 million - 2 to 3 years: €1.8 million, and - 3 to 5 years: €2.4 million.

Customer prepayments were, conversely, significantly up, going from €28,974k as at 31/12/2015, to €33,431k as at 31/12/2016, and to €37,485k as at 31/12/2017. This increase corresponds to the growth in the customer order portfolio at each close.

122

10. CASH AND CAPITAL

Detailed information concerning equity and financial debt also appears in Chapter 20 in the notes to the IFRS consolidated financial statements.

10.1 Capital

Information regarding capital, cash and financing sources

As at 31 December 2017, the net amount of cash and cash equivalents held by the Group (amount of cash and cash equivalents in assets and current bank loans and overdrafts in liabilities) was a positive net cash position of €9,777k, as compared to €4,525k as at 31 December 2016. As at 31 December 2015, the Group had a negative net debt position of €9,569k, as compared to €16,181k at the opening of the 2015 fiscal year.

However, it should be noted that the Company’s General Shareholders’ Meeting decided (i) to distribute €5,036k in reserves on 19 March 2018, and (ii) to distribute €9,974k in dividends and reserves on 30 May 2018.

Over the past three years, the Group's net debt thus improved by €26 million.

31/12/2017 31/12/2016 31/12/2015 01/01/2015 NET DEBT (Amounts in €k)

Cash and cash equivalents 29,349 21,376 14,821 12,953

Short-term financial debts -7,664 -5,054 -14,087 -18,775

Long-term financial debts -11,908 -11,797 -10,303 -10,359

Net debt 9,777 4,525 -9,569 -16,181

10.2 Information regarding loan terms and financing structure

The Group experienced significant debt reduction during the 2015-2017 period. Total financial debt went from €29,134k as at 1 January 2015 to €19,572k as at 31 December 2017.

The portion of 1 to 5 year loans with credit institutions as at 31/12/2017 was €6.7 million. Their maturities break down as follows:

- 1 to 2 years: €2.5 million - 2 to 3 years: €1.8 million - 3 to 5 years: €2.4 million

123

CURRENT AND NON-CURRENT FINANCIAL DEBT 31/12/2017 (amount in €k) Portion at less than More than Amount From 1 to 5 years one year 5 years Borrowings from credit institutions 18,588 11,277 6,640 671 Borrowings under finance leases 0 0 0 0 Deposits and guarantees received 311 0 311 0 Other borrowings and debts 64 22 42 0 Current bank overdrafts 610 610 0 0 Total financial debt 19,572 11,908 6,993 671

CURRENT AND NON-CURRENT FINANCIAL DEBT 31/12/2016 Portion at less than More than (amount in €k) Amount From 1 to 5 years one year 5 years Borrowings from credit institutions 13,826 10,203 2,835 788 Borrowings under finance leases 1,221 150 1,071 0 Deposits and guarantees received 241 0 241 0 Other borrowings and debts 133 14 119 0 Current bank overdrafts 1,430 1,430 0 0 Total financial debt 16,851 11,797 4,266 788 CURRENT AND NON-CURRENT FINANCIAL DEBT 31/12/2015 (amount in €k) Portion at less than More than Amount From 1 to 5 years one year 5 years Borrowings from credit institutions 19,544 6,898 11,110 1,536 Borrowings under finance leases 1,355 134 1,221 0 Deposits and guarantees received 124 45 79 0 Other borrowings and debts 152 11 141 0 Current bank overdrafts 3,214 3,214 0 0 Total financial debt 24,390 10,303 12,551 1,536

CURRENT AND NON-CURRENT FINANCIAL DEBT 01/01/2015 (amount in €k) Portion at less than More than Gross amount From 1 to 5 years one year 5 years

Borrowings from credit institutions 23,621 6,414 14,056 3,150 Borrowings under finance leases 1,470 116 1,355 0 Deposits and guarantees received 28 0 0 0 Other borrowings and debts 211 25 0 0 Current bank overdrafts 3,804 3,804 0 0 Total financial debt 29,134 10,359 15,411 3,150

The Group’s primary sources of bank financing during the period were as follows:

2012 refinancing loan

On 1 August 2012, the Group took out a loan to refinance an old senior debt for a total of €14M (€8M borne by the Company and €6M by Roche Bobois Groupe SA) from a banking pool comprised of BNP Paribas, LCL and Crédit Agricole Ile de France.

For the Company, the interest rate was set to Euribor 3 months + 2.10% (210 bp) and for Roche Bobois Group SA to Euribor 3 months + 1.80% (180 bp). Furthermore, a clause was provided to adjust the bank’s margin according to the change in the Financial Debt/EBITDA ratio calculated at the Group level.

124

This financing was in accordance with the financial covenants described in Note 7.2.4.

These ratios varied according to the fiscal years, but were respected throughout the term of the loan.

By the end of July 2017, the debt had been repaid early, in full.

2016 Crédit Agricole Ile de France line of credit

In January 2016, Roche Bobois International took out a €5M line of credit from Crédit Agricole Ile de France. This line operates through drawdowns and is amortised €1M each year, completely expiring in 2021.

The interest rate was set at Euribor 1 month, 3 months, or 6 months (depending on the term of the drawdowns), to which a 1% margin was added (100 bp).

As at 31 December 2016, the remaining amount due was €2,495k, compared to €2,245k as at 31 December 2017. This loan is subject to compliance with the financial covenants described in the notes to the financial statements. These covenants were respected at the closings concerned, meaning 2016 and 2017.

2017 LCL Line

On 31 May 2017, Roche Bobois Groupe SA signed a loan agreement for a total of €15M with the LCL bank.

It was for a €6M loan, which allowed for the early repayment of a certain number of lines of credit that had previously been taken out with other banking institutions under less favourable terms, along with an investment credit of €9M.

The first €6M loan is payable in 19 equal quarterly installments, the first of which was on 30 November 2017.

The investment credit operates through drawdowns, which can be made between the date of signing and 31 May 2019. After that date, the total amount that remains due will be repayable in the form of 12 successive quarterly deadlines.

The interest rate is set at Euribor (according to the term of the drawdowns) or Euribor 3 months for the principal repaid by quarterly deadlines, plus a 1% margin (100 bp).

As at 31 December 2017, the amount remaining due was €3,100k. The remaining amount to be released is €5,900k.

This loan is subject to compliance with the financial covenant described in the notes to the financial statements. This loan has been respected as at 31 December 2017.

125

Off-balance sheet commitments

The Group's main off-balance sheet commitments are comprised of rent for leases of business premises (stores, warehouses and to a lesser extent offices). The real estate leases granted to the Group have variable terms according to market and country conditions. The current terms vary from 1 to 12 years. These commitments are evaluated for the Group's minimum commitment period as lessee.

Commitment until next termination period

More than 5 Annual rent (excl. Security deposit Within 1 year From 1 to 5 years tax) amount (excl. tax) years

As at 31 December 2017 22,194 2,879 21,074 47,629 11,915 As at 31 December 2016 20,803 2,429 19,758 42,570 8,623 As at 31 December 2015 20,545 2,407 19,762 47,981 10,357

Furthermore, the Group has only very marginally engaged in the leasing of movable assets (photocopiers, vehicles).

126

10.3 Cash flow

The annual change in cash flow during the fiscal years presented is primarily due to:

- cash flow from operating activities

- cash flow related to investing activities

- cash flow linked to financing activities (repayment and assumption of bank lines of credit).

FURN-INVEST Notes 2017 Fiscal Year 2016 Fiscal Year 2015 Fiscal Year Consolidated cash flow statement €k €k €k

Cash flow from operating activities Net income 6,538 8,970 11,088 Elimination of net depreciation, amortisation and provisions 4.1 / 4.2 / 4.12 6,518 6,400 6,093 Gain or loss on disposal of fixed assets 883 669 141 Unrealised gains and losses on changes in fair value -12 -48 -51 Expenses related to treasury shares issued 2,198 956 0 Share of income of equity affiliates -63 -190 -2 Cash flow from operations after cost of net financial debt 16,061 16,757 17,269 Cost of net financial debt 5.5 391 562 778 Income tax expense (including deferred taxes) 5.6 3,654 3,448 2,776 Cash flow from operations before cost of net financial debt and taxes 20,106 20,767 20,822

Change in operating WCR 2,878 7,102 -5,177 Of which increase (decrease) in inventories 4.5 -3,672 -3,432 1,890 Of which increase (decrease) in trade receivables 4.6 -654 606 -281 Of which increase (decrease) in trade payables 4.14 485 1,236 168 Of which increase (decrease) in other receivables 4.7 -2,481 561 -2,301 Of which increase (decrease) in other debts 4.14 9,200 8,131 -4,653

Taxes paid -4,292 -3,399 -2,105

Cash flow from operations 18,692 24,469 13,540

Cash flow from investments Acquisition of intangible assets 4.1 -1,173 -424 -98 Acquisition of property, plant and equipment 4.2 -10,028 -7,809 -6,822 Asset disposal price 5.4 309 283 1,022 Disbursements of loans, deposits and guarantees given 4.3 -304 -544 -241 Receipts of loans and deposits, guarantees given 4.3 111 239 483 Dividends received from equity affiliates 4.3 100 40 150

Cash flow from investing activities -10,985 -8,215 -5,507

Cash flow from/(used by) financing activities New borrowings 4.10 12,861 4,676 3,654 Net interest paid (including finance leases) 5.5 -395 -568 -797 Repayment of financial debt 4.10 -9,138 -10,431 -8,334 Dividends paid to minority interests of consolidated companies 3 -203 -186 Dividends paid to parent company shareholders 4.8 -1,980 -1,091 -580

Cash flow from/(used by) financing activities 1,350 -7,617 -6,243

Impact of changes in exchange rates -764 -297 668

Increase/(decrease) in cash and cash equivalents 8,293 8,340 2,458

Opening cash and cash equivalents (including bank overdrafts) 19,946 11,606 9,149 Closing cash and cash equivalents (including bank overdrafts) 28,739 19,946 11,606

Increase/(decrease) in cash and cash equivalents 8,794 8,339 2,457

127

10.3.1 Cash flow from operating activities

The change in cash linked to operating activities was €18,692k for the 2017 fiscal year, €24,469k for the 2016 fiscal year, and €13,540k for the 2015 fiscal year.

Roche Bobois and Cuir Center’s end customers pay a 30 to 50% deposit on their orders, and the balance upon delivery. Manufacturers are paid 45 days from the end of the month, in other words after final delivery and payment of the balance.

Therefore the Group, unlike most companies, does not need working capital to finance the purchase/sale portion of its business.

The Working Capital Requirements (WCR) linked to business are thus primarily effected by the change in stock (exposure and customer supply-to-orders pending delivery, including any exchange rate effect) and the change in other debts and receivables (notably tax and employee-related payables, or items linked to free shares), along with the change in customer deposits (depending on the order portfolio at each closing date).

As a result, changes in WCR were +€2,878k in 2017, +€7,102k in 2016 and -€5,177 in 2015.

In 2015, WCR were in particular negatively impacted by the early payment of €2.3 million in corporate tax (payments that were recovered in 2016). This advance payment corresponds to deposits made, calculated based on tax from the previous year. Consolidation tax sharply declined in 2015 after Furn- Invest crossed the 95% shareholding threshold in Cuir Center International (after the losses from this sub-scope were included).

10.3.2 Cash flow from investing activities

In 2017, cash flow related to acquisitions of the following tangible assets represented €10,028k, €749k of which corresponded to the balance on the lease of the Bologna store premises and the following investments:

o Opening of Roche Bobois stores on New York’s Upper West Side, in the Miami Design District, at St Maximin (Oise) and at Nice Cap 3 000. o Transfer of Roche Bobois stores from Manhasset, New York (United States) and Metz (France) as well as the Cuir Center store in Le Havre. o Renovation of the Roche Bobois stores in Los Angeles, Geneva, London, Paris - Grande Armée, and Grenoble.

In 2016, cash flow related to acquisitions of the following tangible assets represented €7,809k:

o Relocation to Saint Denis to a new 2,600 m² showroom space used during the Roche Bobois and Cuir Center brand congress (presentation of new products to the franchisees). The Saint Denis showroom represented an investment of €1,048k for the Roche Bobois brand and €349k for Cuir Center. o Transfer of Roche Bobois and Cuir Center stores from Toulon. o Renovation of Roche Bobois stores in Anvers (Belgium), Boston (United States), London - Harrod’s, Annecy, Suresne and Colmar.

128

In 2015, cash flow related to acquisitions of the following tangible assets represented €6,822k:

10.3.3 Cash flow from financing activities

Cash flows linked to financing activities primarily correspond to the establishment of a line of credit with Crédit Agricole Ile de France in 2016 for 2017, and to the signing of an LCL loan agreement, consisting of a line of credit that allowed for the early repayment of old loans in the amount of €6 million, and for an investment loan of €9 million. These lines, along with the amount drawn at each fiscal year, are described in Note 4.11 to the financial statements included in Chapter 20 of this Document de Base.

10.4 Restriction on the use of capital

The commitments the Group must respect under the framework of the bank lines have been complied with as at the 2015, 2016 and 2017 closing dates.

These commitments are described in detail in the notes to the consolidated financial statements (see Note 4.11 to the financial statements included in Chapter 20 of this Document de Base).

10.5 Sources of financing needed in the future

The Group has the necessary financial capacity to finance its upcoming investments:

- as at 31 December 2017, it has €29 million in cash and cash equivalents;

- its current business is productive and cash-generating,

- a portion of the Crédit Agricole Ile de France and LCL bank investment lines are still available (lines of credit through drawdown)— as at 31 December 2017, the equivalent of €4.6 million was still available.

- the Group also had €9 million in overdraft facilities in France with its bank partners (BNP Paribas, CIC, LCL, CA IDF and HSBC).

129

11. RESEARCH AND DEVELOPMENT, PATENTS, LICENCES

11.1 Creations

The Group’s success relies in part on its ability to design and develop new models, or new, original declensions of existing models, particularly as concerns the Roche Bobois brand, which has a catalogue of 5,000 active listings, and two new collections per year.

While a portion of the Group's creative activities is produced internally through one of its subsidiaries, the company Crea Furn, the majority of its designs are created by independent designers with whom the Group enters agreements on a case-by-case basis.

For certain types of partnerships, the Group may end up entering agreements under which the intellectual property rights for a given collaboration will be (i) jointly owned by one of the Group’s subsidiaries and its co-contracting party, or (ii) licensed to one of the Group's subsidiaries.

11.2 Intellectual property rights

Even though the Group's designs may be protected by copyright, which in France requires no formality, the Group’s success depends, at least in part, on its ability to protect its designs, in particular by obtaining and keeping drawings and models in effect in France, within the European Union, and in the key countries where the Group operates. An active policy is followed to protect designs developed internally and through the designers with whom the Group partners.

11.2.1 Intellectual property rights held by the Group itself

11.2.1.1 Designs and models

Territorial coverage of the filing of designs and models is considered on a case-by-base basis, according to the importance of the designs and the markets in which the Group operates. In general, these filings are made within the European Union. Each year, the Group files several tens of designs and models, which correspond to the main models, or to original declensions of models for the upcoming year. For example, the Group filed 75 drawings and models in 2014, 98 in 2015, 131 in 2016, and 63 in 2017.

The registrations for designs and models are granted for a period of five years and are renewable five times, for a total period of protection of at most 25 years.

130

11.2.1.2 Trademarks

The Groups holds a portfolio of trademarks which in particular covers the signs “Roche Bobois,” “Roche Bobois Paris,” and “Nouveaux Classiques” (which belong to Roche Bobois International), as well as “Cuir Center” (which belongs to Cuir Center International). These filings notably include the following trademarks and trademark applications:

ï f Country ROCHE BOBOIS South Africa 20 20 Algeria 20, 24, 27 20, 27, 42 20, 24, 42 Andorra 20 Saudi Arabia 20 20 Argentina 20 20 Armenia 20, 27, 42 Australia 20 20 Azerbaijan 20, 24, 27 Bahrain 20 20 Belarus 20, 24, 42 Bosnia and Herzegovina 20, 24, 42 Brazil 20, 24, 42 20 Canada 20 20, 27, 42 18, 20, 42 Chile 20 China 20, 24, 27 20, 27, 42 Colombia 20 South Korea 20 20 Ivory Coast 20 20 Egypt 20, 24, 27 20, 24, 42 United Arab 20 20

Ecuador 20 United States 20 France 20, 24, 27 8, 11, 20, 21,24,27, 42 18, 20, 42 Hong Kong 20 20 India 20, 24, 27 20, 27, 42 Indonesia 20 20 Iran 20 Israel 20 20 20 18, 20 Japan 20, 27, 42 20 18, 20 Kuwait 20 20 Lebanon 20 20 Liechtenstein 20, 27, 42 20, 24, 42 Morocco 20, 24, 27 20, 27, 42 18, 20 Mauritius 20 Mexico 20 20 Monaco 20, 24, 42 18, 20 Montenegro 20, 24, 42 Nigeria 20 Norway 20, 27, 42 20 Oman 20 20 Pakistan 20 Panama 20 20 Peru 20 Philippines 20 Qatar 20 20 Dominican Republic 20 Russia 20, 24, 27 20, 27, 42 20, 24, 42 San Marino 20, 27, 42 20, 24, 42 Serbia 20, 24, 42 Singapore 20 20 18, 20 Switzerland 20, 27, 42 20, 24, 42 18, 20 Taiwan 20 20 Tunisia 20, 27, 42 20 Turkey 20 20 Ukraine 20, 27, 42 20, 24, 42

4, 6, 8, 9, 11, 14, 16, 4, 6, 8, 9, 11, 14, 16, 18, 20, 21, 24, 27, 35, 18, 20, 21, 24, 27, 35, European Union 36, 40, 42 8, 11, 20, 21, 24, 27, 42 36, 40, 42 Uruguay 20 Venezuela 20 20 Vietnam 20, 24, 27 18, 20

131

These trademarks benefit from international coverage and are in particular filed, in some cases, in all 54 countries where the Group has a presence. The filings are completed systematically in the class of products covering furnitures (class 20) and protect the trademarks in the EU for all classes of products or services that could pertain to the Group’s business (classes 4, 6, 8, 9, 11, 14, 16, 18, 20, 21, 24, 27, 35, 36, 40, 42).

Some countries require proof of use to maintain the rights. In other countries, the registrations remain valid unless a third party with an interest therein brings a cancellation action for non use of the trademark.

The Group defends its trademark rights by filing oppositions against third party filings of identical or similar trademarks.

11.2.1.3 Domain names

The Group owns a portfolio of domain names which notably include the names “Roche Bobois” and “Cuir Center” and has registered these domain names with the competent authorities.

The domain names may generally be renewed each year or every two years, and for an indefinite term.

11.3 Disputes

The Group is a defendant in a claim brought by Pierre and André Vasarely (heirs of painter Victor Vasarely) which involves as co-defendants (i) the company Latorca (the Company's supplier), (ii) Editions du Griffon (Vasarely's publisher) and (iii) Julien Gonzalez-Alonso (supplier of Latorca). Pierre and André Vasarely essentially claim that (a) by selling the Group’s “VICTOR” furniture line, inspired by kinetic art (the artistic movement Vasarely belonged to), the Group allegedly tried to unduly profit from Victor Vasarely’s reputation and (b) by distributing photogravures acquired from Latorca, the Group allegedly violated their patrimonial and moral rights. On this second point, the Group has called its suppliers as a guaranty, in compliance with the contracts entered into between the parties. Pierre and André Vasarely request compensation for damage in the amount of €1,010,000. The matter is pending before the Paris Court of First Instance (“Tribunal de grande instance”), and the next hearing is scheduled for 20 September 2018. The Group believes that this dispute does not expose the products it commercializes to material risk given the small purchase volume that the “VICTOR” collection represents (around €100k per year).

A provision has been made in the Company's financial statements for this dispute in the amount of €100,000 as at 31 December 2017.

132

12. TRENDS

A detailed description of the Group’s results at the fiscal year ended 31 December 2017 appears in Chapter 9 - “Examination of results and financial position” of this Document de base.

In addition, during the first quarter of 2018, retail sales1 excluding tax for the Roche Bobois brand was €103.8 million, compared with €105.5 million, or – 1.6% at current exchange rates. At constant exchange rates, the change was +2.6%.

For the Cuir Center brand, as at the first quarter of 2018, the volume of business was €32.8 million, compared to €32.5 million, or a growth of 1.0%.

12.1 Recent changes since the close of the 2017 fiscal year

Since 1 January 2018, and at the date of this Document de Base, the Group has opened two franchise stores (Hanoi, Ekaterinbourg). These developments are part of the Group’s international expansion strategy.

Three franchised stores also closed since 1 January 2018 (Roche Bobois Belfort, Roche Bobois Perpignan and Cuir Center Perpignan).

The Group did not identify other significant events requiring mention in this Document de Base that occurred after the closing date.

12.2 Future outlook and objectives

The objectives and trends presented below rely on the financial statements in accordance with IFRS and on the data, assumptions, and estimates that were considered reasonable by the Group at the registration date this Document de Base.

This future outlook and objectives, which are a result of the Group’s strategic guidelines, do not constitute provisional data or estimates of the Group’s profit. The data and assumptions presented below may evolve or change, notably depending on changes in the regulatory, economic, financial, competitive, accounting or tax environment, or as a function of other factors of which the Group is not aware at the date of registering this Document de Base.

Furthermore, the occurrence of one or more of the risks described in Chapter 4 - “Risk factors” of this Document de Base could have an impact on the business, financial position, results or outlook of the Group, and thus challenge its ability to achieve the objectives presented below.

Furthermore, achievement of the goals assumes that the Group’s strategy will be successful. The Group is thus not assuming any commitment nor providing any guaranty as to the achievement of the objectives that appear in this Section.

1 Orders received excluding tax from the owned and franchise store network for both brands, without taking account of any potential cancellations (cancellation rates are very low because customers have to pay nonrefundable deposits totalling 30-50% of the total price). Retail sales cannot be reconciled with the financial statements presented in Chapter 20 of this Document de Base as specified in Section 5.1 above.

133

Lastly, in 2017, the Group was the leading advertiser in the furniture sector in France and intends to continue investing in marketing in 2018, particularly through printed advertising, television, radio and digital advertising campaigns to promote the Roche Bobois and Cuir Center brands.

Group objectives

The Group aspires to become a leading international actor on the high-end furniture market, and depends on a strategy of ambitious development, which relies on: - ramping up recent international store openings - speeding up international development, especially in countries that significantly contribute to current EBITDA (notably in North America) - continuing efforts to buy back franchised stores in regions with strong potential - growing its Contract BtoB offer (see Section 6.3.3 above). - strengthening the Group’s digitalisation

The Group occasionally buys franchises when it deems appropriate. The Group uses these purchases as an opportunity to integrate existing revenues from the franchise into the Group’s revenue. Moreover, these purchases increase the revenues of the stores purchased as well in most cases.

Objective of opening stores

By 2021, the Group aims to open 55 new stores (39 net openings), bringing the Group's total network to 368 stores in 2021. This growth will primarily rely on growing the European network (23 openings planned for the 2018-2021 period, including 9 owned stores and 14 franchises) and a North American network (12 openings planned for the 2018-2021 period, including 9 owned stores and 3 franchises). The increased international development will also entail repurchasing franchised stores in countries that strongly contribute to current EBITDA, allowing the Group to improve its profitability in future years.

Revenue objective

By 2021, the Group, which now has a solid financial position (strong generation of cash flow and positive net cash position), aims to accelerate its growth and is targeting approximately €320M in revenue. This objective represents a compound annual growth rate (CAGR) of around +6.5%, i.e. a notable acceleration compared to the historic CAGR in 2015-2017 (approximately 1.6%). Achieving this objective will rely in large part on extending the Group’s network of stores, especially internationally. The high-end/luxury Roche Bobois brand will be primarily responsible for this development.

Objective of current EBITDA margin

The Group aims to improve its current EBITDA margin by 2021 and is planning to reach a double-digit current EBITDA margin starting from fiscal year 2019 (compared to 8.5% on average for the past three years).

As concerns France, the Group’s top market and the one where its profitability level is less than the average level of 8.5%, i.e. 4.0% for Roche Bobois France in 2017, the Group has set the objective of doubling its current EBITDA margin by 2021, to bring it to around 8.0%. This improvement in the margin, which benefits from a favourable base effect (based on 2017 revenue, 1 million incremental EBITDA positively contributes to the margin in the amount of 1.2 additional points), should notably come from greater amortisation of fixed network costs (in particular rent) and a review of advertising expenses.

134

Goals for developing the Group’s online offering

The Group has invested in its websites, which are generating a significant audience, with 5.6 million unique visits for Roche Bobois and 1.2 million for Cuir Center in 2017. The Group's strategy is thus to rely on this strong web audience to develop an e-commerce offer for its two brands starting next year. The Group is planning to extend its current model, which allows its customers to view the Group's products online before going to the store to place an order, and move to a full online sales offering.

The Group intends to develop this e-commerce solution by modifying its two brands’ websites in 2018 and 2019 and developing logistics networks in line with the network of existing stores to make online sales more effective by the second half of 2019.

135

13. PROFIT ESTIMATES OR OUTLOOK

The Company does not intend to make forecasts or estimate earnings.

136

14. ADMINISTRATIVE, MANAGEMENT, AND SUPERVISORY BODIES AND EXECUTIVE MANAGEMENT

The Company is currently established as a French société par actions simplifiée, with François Roche as president and Jean-Eric Chouchan as CEO.

The general shareholders’ meeting of Roche Bobois S.A.S., which was held on 30 May 2018, decided to transform the Company into a French société anonyme with a management boardmanagement board and supervisory board, effective on the date of the Autorité des marchés financiers’ approval of the prospectus relating to the admission of the Company's shares for trading on the regulated market of Euronext in Paris. Even though at the registration date of the Document de Base the Company is still a French société par actions simplifiée, the information relating to the Company that is presented in this Document de Base takes into account in advance the transformation to a French société anonyme with a management board and supervisory board, and more generally the bylaws’ amendments and new governance rules inherent to the Company's initial public offering.

A summary of the main stipulations of the Company’s new bylaws appears in Section 21.2 of the Document de Base.

14.1 COMPOSITION OF THE MANAGEMENT BOARD

14.1.1 Members of the management board

As from the date of the Autorité des marchés financiers’ approval of the prospectus relating to the admission of the Company's shares for trading on the regulated market of Euronext in Paris, the Company’s management board comprises the following members:

Main Main operating operating Name Office Start and end-date of term duties in the duties outside Company the Company First appointment: Supervisory board meeting due to take place on the date of the Autorité des marchés financiers’ approval of the Chairman of prospectus relating to the the admission of the Company's Chairman of the management shares for trading on the Gilles Bonan management * board of Roche regulated market of Euronext board Bobois Groupe in Paris SA** Expiration Date: following the general shareholders’ meeting called to approve the financial statements for the fiscal year ended 31 December 2020

137

First appointment: Supervisory board meeting due to take place on the date of the Autorité des marchés financiers’ approval of the prospectus relating to the admission of the Company's Member of the CEO of Roche Eric shares for trading on the management * Bobois Group Amourdedieu regulated market of Euronext board SA** in Paris Expiration Date: following the general shareholders’ meeting called to approve the financial statements for the fiscal year ended 31 December 2020 First appointment: Supervisory board meeting due to take place on the date of the Autorité des marchés financiers’ approval of the Member of the prospectus relating to the management admission of the Company's Member of the board and CFO Guillaume shares for trading on the management * of Roche Demulier regulated market of Euronext board Bobois Group in Paris SA**, Expiration Date: following Group CFO the general shareholders’ meeting called to approve the financial statements for the fiscal year ended 31 December 2020 First appointment: Supervisory board meeting due to take place on the date Member of the of the Autorité des marchés management financiers’ approval of the board of Roche prospectus relating to Bobois Groupe theadmission of the Member of the Antonin SA** Company's shares for trading management * Roche CEO of the on the regulated market of board Roche Bobois Euronext in Paris stores in Paris Expiration Date: following and the Parisian the general shareholders’ region meeting called to approve the financial statements for the fiscal year ended 31 December 2020 *The Company's only business is managing its stake in Roche Bobois Group SA.

**The Company’s only subsidiary, which itself owns the Group's operating subsidiaries.

The professional address of the members of the management board is the Company's registered office.

138

The managerial expertise and experience of the members of the management board were gained in the various corporate and management positions previously held by them (see Section 14.3 of the Document de Base).

14.1.2 Biographies of the members of the management board

Gilles Bonan – Chairman of the management board, French, 51 years old.

Gilles Bonan joined the Group 19 years ago. Before he began working with the Group, Gilles was employed in the audit division at Mazars, and later at Général Motors France.

In addition to his duties within the Company, Gilles Bonan is also the chairman of the management board of Roche Bobois Groupe SA. He also holds the offices listed in Section 14.3.

Gilles Bonan is a HEC graduate, and holds a Master’s in Law.

Eric Amourdedieu – CEO, Member of the management board, French, 48 years old.

Eric Amourdedieu joined the Group in 2001. Before joining the Group, Eric worked as a product development and marketing director, primarily for the L’Oréal group.

In addition to his duties within the Company, Eric Amourdedieu is also the CEO and a member of the management board of Roche Bobois Groupe SA. He also holds the offices listed in Section 14.3.

Eric Amourdedieu graduated from the Ecole Centrale Paris with a degree in applied mathematics, and also holds a D.E.S.S. in Strategy and Management from the Université Paris Dauphine.

Guillaume Demulier – Member of the management board, French, 44 years old.

Guillaume Demulier joined the Group in 2011. Guillaume began his career at Ernst & Young in 1996 before joining Louis Vuitton in 1999, where he worked for ten years as head of the internal control & organization department, then later as CFO for the Latin America and South Africa regions, and lastly as a director of financial projects. He then became CFO at Marithe & François Girbaud, where he remained until joining the Group in 2011.

In addition to his duties within the Company, Guillaume is a member of the management board and CFO of Roche Bobois Groupe SA. He also holds the offices listed in Section 14.3.

Guillaume Demulier is a graduate of HEC.

139

Antonin Roche – Member of the management board, French, 40 years old.

Antonin Roche, CEO Paris. Following his legal academic training, Antonin managed several stores throughout France starting from 2003. After the Group repurchased the Roche Bobois store in New York in 2006, he worked on developing the brand in the United States, heading up the North-East network of the Roche Bobois stores. He then worked as operational manager of the Parisian region in 2012, which now boasts 13 stores.

In addition to his duties within the Company, Antonin Roche is also a member of the management board of Roche Bobois Groupe SA. He also holds the offices listed in Section 14.3.

140

14.2 COMPOSITION OF THE SUPERVISORY BOARD

14.2.1 Members of the supervisory board

Main Main operating operating Name Office duties outside Start and end-date of term duties in the the Company Company First appointment: General shareholders’ meeting on 30 May 2018 (taking effect on the date of the Autorité des marchés financiers’ approval Chairman of the of the prospectus relating to Chairman of the supervisory the admission of the François supervisory * noard of Roche Company's shares for trading Roche board Bobois Groupe on the regulated market of SA** Euronext in Paris) Expiration Date: following the general shareholders’ meeting called to approve the financial statements for the fiscal year ended 31 December 2020 First appointment: General shareholders’ meeting on 30 May 2018 (taking effect on the date of the Autorité des marchés financiers’ approval of the prospectus relating to Member of the the admission of the Vice chairman of management Jean-Eric Company's shares for trading the supervisory * board of Roche Chouchan on the regulated market of board Bobois Groupe Euronext in Paris) SA**

Expiration Date: following the general shareholders’ meeting called to approve the financial statements for the fiscal year ended 31 December 2020

141

First appointment: General shareholders’ meeting on 30 May 2018 (taking effect on the date of the Autorité des marchés financiers’ approval Officer of Group of the prospectus relating to collections, the admission of the Member of the member of the Nicolas Company's shares for trading supervisory * management Roche on the regulated market of board board of Roche Euronext in Paris) Bobois

International Expiration Date: following the general shareholders’ meeting called to approve the financial statements for the fiscal year ended 31 December 2020 First appointment: General shareholders’ meeting on 30 May 2018 (taking effect on the date of the Autorité des marchés financiers’ approval of the prospectus relating to Member of the the admission of the Member of the supervisory Giovanni Company's shares for trading supervisory * board of Roche Tamburi on the regulated market of board Bobois Groupe Euronext in Paris) SA**

Expiration Date: following the general shareholders’ meeting called to approve the financial statements for the fiscal year ended 31 December 2020 First appointment: General shareholders’ meeting on 30 May 2018 (taking effect on the date of the Autorité des marchés financiers’ approval Independent of the prospectus relating to member of the Executive theadmission of the Company's Mercedes supervisory chairman of shares for trading on the * Erra board, Havas regulated market of Euronext Chairman of the Worldwide in Paris) audit committee Expiration Date: following the general shareholders’ meeting called to approve the financial statements for the fiscal year ended 31 December 2020

142

First appointment: General shareholders’ meeting on 30 May 2018 (taking effect on the date of the Autorité des Member of the marchés financiers’ approval Independent board of of the prospectus relating to member of the directors and the admission of the Annalisa supervisory Chief Marketing Company's shares for trading * Loustau Elia board, and on the regulated market of Member of the Communications Euronext in Paris) audit committee Officer of Printemps Expiration Date: following the general shareholders’ meeting called to approve the financial statements for the fiscal year ended 31 December 2020 Marie-Claude Observer * Vice chairman First appointment: General Chouchan of the Shareholders’ Meeting on 30 supervisory May 2018 (taking effect on the board of Roche date of the Autorité des Bobois Groupe marchés financiers’ approval SA** of the prospectus relating to the admission of the Company's shares for trading on the regulated market of Euronext in Paris)

Expiration Date: following the general shareholders’ meeting called to approve the financial statements for the fiscal year ended 31 December 2020 *The Company's only business is managing its stake in Roche Bobois Group SA.

**The Company’s only subsidiary, which itself owns the Group's operating subsidiaries.

The professional address of the members of the supervisory board is the Company's registered office.

The managerial expertise and experience of the members of the supervisory board were gained in the various corporate and management positions which they previously held (see Section 14.1.3 of the Document de Base).

143

14.2.2 Biographies of members of the supervisory board

François Roche – Chairman of the supervisory board, French, 81 years old.

Co-founder of the Roche Bobois banner, François Roche has worked for the Group since 1961, and has particularly held the position of Head of Finance and International Development. Alongside his managerial duties, he directed the product design and development unit for the Les Contemporains and Les Voyages collections. He has entrusted design management to his son Nicolas, and turned over his place as chairman of the management board of Roche Bobois Group SA to Gilles Bonan in 2008.

François Roche is also chairman of the supervisory board of Roche Bobois Groupe SA. He also holds the offices listed in Section 14.3.

François Roche is a graduate of HEC.

Jean-Eric Chouchan – Vice chairman of the supervisory board, French, 63 years old.

Son of Patrick Chouchan, one of the founders of the Roche Bobois banner, Jean- Eric joined the Group in 1976, when the Cuir Center brand was created and the Cuir Center International company formed. Since that time, he has performed operational duties within the Group, managing both franchisors and franchised subsidiaries of the Group. Since 2008, he has gradually stopped his operational activities.

Jean-Eric Chouchan also holds the offices listed in Section 14.3.

He is a graduate of the Ecole Supérieure de Commerce de Montpellier and holds a Master’s Degree in Law.

Nicolas Roche Member of the supervisory board, French, 58 years old.

An architect by training, and after years of practice at his own firm, he took over the artistic management of the Group's collections in 2005.

He contributed to reinvigorating the brand, with new collaborations with designers such as Cédric Ragot, Christophe Delcourt, etc. Important collections that have shaped the brand were developed under his management, such as Echoes, with Italian designer Mauro Lipparini, Traveler with American designer Stephen Burks, or Globe-Trotter with Marcel Wanders in 2018.

In addition to his duties within the Company, Nicolas Roche is also a member of the management board of Roche Bobois International. He also holds the offices listed in Section 14.3.

144

Giovanni Tamburi – Member of the supervisory board, Italian, 63 years old.

Giovanni Tamburi is the founder and chairman of T.I.P. - Tamburi Investment Partners S.p.A., parent company of TXR S.r.l., an independent investment bank focused on the development of mid-size Italian companies listed on the STAR segment of the Italian stock exchange, with capitalisation of approximately €1 billion. Over the years, TIP has made investments, directly and through club deals, for approximately €3 billion.

Giovanni Tamburi worked at Gruppo Bastogi starting in 1977 and later, starting in 1980, at Euromobiliare (Midland Bank - Hong Kong & Shanghai Group) as CEO of Euromobiliare S.p.A., and as director of Banca Euromobiliare S.p.A. and other companies in the group.

He has also worked as CEO of Euromobiliare Montagu S.p.A., a company specialised in the group’s private equity and investment banking business.

In addition to his duties within the Company, Giovanni Tamburi also holds the offices listed in Section 14.3.

He is the author and co-author of “Prezzi & Valori”, "L’enterprise value nell’era digitale”, “Asset Italia”, “Comprare un'azienda, come e perché"; "Privatizzare, scelte, implicazioni e miraggi", "Metodi e Tecniche di Privatizzazione", "Privatizzazione e Disoccupazione, I Poli di Sviluppo Locale" "Privatizzare con il Project Financing", "Azionariato dei dipendenti e Stock Option"; “Finanza d’impresa” and “Corporate Governance”.

Mercedes Erra – Member of the supervisory board, French, 63 years old.

Mercedes began her career at the Saatchi & Saatchi group in 1982, where she successively held the positions of head of advertising, account manager, and deputy CEO of the group before becoming CEO of the agency in 1990. In 1995, she left Saatchi & Saatchi to found the BETC agency (Babinet Erra Tong Cuong) within the Havas group, which became the leading advertising agency in France and one of the top three in Europe. BETC is the only French agency that has held a longstanding position as one of the top ten most creative advertising agencies.

In addition to her duties within the Company, she has also been chairman of the board of directors of Etablissement public du palais de la Porte Dorée since 2012. She has also been a member of the board of directors of Fondation France Télévisions since 2010, Fondation Elle, SNCF Mobilités and l’Opéra Comique.

Mercedes Erra is a graduate of HEC and holds a CAPES in literature from the Sorbonne.

She is an Officier de la Légion d’Honneur, Officier de l’Ordre National du Mérite and Commandeur de l’Ordre des Arts et des Lettres.

145

Annalisa Loustau Elia – Member of the supervisory board, Italian, 52 years old.

Since 2008, Annalisa Loustau has been Chief Marketing and Communication Officer of Printemps and member of the executive management committee. She has over 25 years of expertise in strategy, marketing, digital technology and innovation for iconic companies in the distribution, luxury and consumer products sectors.

Responsible in particular for customer insight, digital technology, data intelligence and artistic direction, she transformed the department store into a Luxury store by creating a unique shopping experience much like she used digital innovation to overhaul the customer service experience.

In 2004, she joined Cartier as CEO responsible for Development, Marketing and Communications for all the company’s products (jewelry stores, watch stores, accessories, etc.) worldwide.

In 2002, Annalisa Loustau took over as CEO of the International division of Cacharel and Guy Laroche parfums within l’Oréal Produits de Luxe.

She began her career in 1989 at Procter & Gamble where she held various management positions both in France and abroad, which led to her position as Global Director of the Pampers Brand.

On top of her responsibilities within the Company, she is also a member of the board of directors and Compensation Committee of Legrand, a member of the management board of Printemps and a member of the bboard of directors of Campari (FTSE Milano Italia Borsa).

Marie-Claude Chouchan – Observer, French, 64 years old.

Marie-Claude Chouchan holds a DES in Private Law and a Master’s Degree in Comparative Jurisprudence from New York University. She became an attorney, but later left the bar to become the head of the industrial property and litigation department of the Chanel group from 1978 to 1984, before becoming head of the legal department of the Jean Patous et parfums Lacoste group from 1985 to 2002.

In addition to her duties within the Company, Marie-Claude Chouchan is also vice chairman of the supervisory board of Roche Bobois Groupe. She also holds the offices listed in Section 14.3.

146

14.3 OTHER CORPORATE OFFICES OF THE MEMBERS OF THE MANAGEMENT BOARD AND SUPERVISORY BOARD

Other current offices held outside the Company

Name Nature of office Company

Management board Gilles Bonan Chairman of the management board Roche Bobois Groupe (SA) Representative of Roche Bobois Cuir Center International (SA) Group SA Deputy CEO and director La Maison Coloniale Int (SA) Deputy CEO Cuir Center International (SA) Permanent representative of Roche Cuir Center International (SA) Bobois Groupe (Roche Bobois Groupe being director of Cuir Center International) Eric Amourdedieu CEO and member of the Roche Bobois Groupe (SA) management board Chairman, CEO and director Cuir Center International (SA)

Guillaume Demulier Member of the management board Roche Bobois Groupe (SA) Chairman and CEO La Maison Coloniale Int (SA) Antonin Roche Member of the management board Roche Bobois Groupe (SA) Deputy CEO and director Société Immobilière Roche (SA) (1) Supervisory board François Roche Chairman of the supervisory board Roche Bobois Groupe (SA) Chairman, CEO and director Société Immobilière Roche (SA) (1) Director Cuir Center International (SA) Jean-Eric Chouchan Member of the management board Roche Bobois Groupe (SA) Chairman of the supervisory board Roche Bobois International (SAS) Director Cuir Center International (SA) Representative of Roche Bobois La Maison Coloniale Int (SA) Groupe SA (as director of La Maison Coloniale Int) Nicolas Roche Director SIR (SA) Giovanni Tamburi N/A N/A Mercredes Erra N/A N/A Annalisa Loustau Member of the board of directors Legrand (SA) (2) (3) Elia Member of the management board Printemps (SA) (2) Marie-Claude Vice chairman of the supervisory Roche Bobois Groupe (SA) Chouchan board (1) Real estate companies that lease real property to the Group’s companies (see Section 19.2)

(2) Companies not linked to the Group

(3) Listed company

147

Other offices held during the last five fiscal years that are no longer held

Name Nature of office Company

Management board Gilles Bonan N/A N/A Guillaume Demulier N/A N/A Eric Amourdedieu Director La Maison Coloniale Int (SA) Antonin Roche N/A N/A supervisory board François Roche N/A N/A Jean-Eric Chouchan N/A N/A Giovanni Tamburi N/A N/A Mercedes Erra Director Accor Group(1) (2) Director Havas Group(1) (2) Director Société d'Exploitation de la Tour Eiffel(1) (1) Companies not linked to the Group

(2) Listed companies

14.4 STATEMENTS RELATING TO MEMBERS OF THE MANAGEMENT BOARD AND MEMBERS OF THE SUPERVISORY BOARD

With the exception of Mr. François Roche, who is the father of Antonin and Nicolas Roche, and Marie- Claude Chouchan, who is Jean-Eric Chouchan’s wife, the Company has no knowledge of any familial connection between the people enumerated in Sections 14.1 and 14.2 above.

To the Company's knowledge, none of these people, over the past five years:

- have been convicted of fraud;

- have been associated as an officer or director with a bankruptcy, seizure, or liquidation;

- have been prohibited from performing management tasks;

- have been the subject of official public sanctions or incriminations pronounced by statutory or regulatory authorities.

14.5 CONFLICTS OF INTEREST AT THE ADMINISTRATIVE AND SENIOR MANAGEMENT LEVELS

François Roche, Jean Eric Chouchan, Antonin Roche, Nicolas Roche, Marie-Claude Chouchan, and Giovanni Tamburi, are direct shareholders of the Company as detailed in Section 18.2 of the Document de Base.

Gilles Bonan, Eric Amourdedieu and Guillaume Demulier are not shareholders of the Company, but rather of its subsidiary, Roche Bobois Groupe SA, where they own the following shares, respectively:

- Gilles Bonan: 84 shares

148

- Eric Amourdedieu: 66 shares

- Guillaume Demulier: 42 shares

They likewise hold securities that provide access to such company's capital (on this subject, see Chart No. 10, Chapter 15 of the Document de Base).

Agreements between related parties are described in Sections 16.2 and 19.2 of the Document de Base.

To the Company's knowledge, there is no current or potential conflict of interest between duties towards the Group, and private and/or other duties of the members of the management board, and the supervisory board of the Company, as indicated in Sections 14.1 and 14.2 above.

The supervisory board shall adopt internal rules and procedures, including an article relating to “the loyalty obligation” of members of the supervisory board, which shall provide for the obligation for a member of the supervisory board that is in such a situation to fully and immediately inform the supervisory board of any real or potential conflicts of interest that they could have within the context of their duties as a member of the supervisory board. This is in particular to determine if they must either refrain from voting on the resolutions concerned, not attend the supervisory board meeting concerned, or, in extreme cases, resign from their duties.

Shareholders agreements

- TXR Agreement:

A shareholders’ agreement will be signed between the shareholders of the Roche family, the Chouchan family and TXR S.r.l. as part of the admission of the Company’s shares shares for trading on the regulated market of Euronext in Paris. The “TXR Agreement” will take effect when the Company’s shares are first listed on the regulated market of Euronext in Paris. The shareholders agreement existing before the admission of the Company’s shares for trading on the regulated market of Euronext in Paris will be terminated at the same time.

The main clauses of the TXR Agreement are as follows:

No acting in concert: the parties to the TXR Agreement shall not act in concert with each other towards the Company and shall not make any agreement relating to the Company that constitutes a concerted action (other than the concert between the Roche and Chouchan families).

Governance: the Company’s supervisory board comprises six members, two of whom are appointed upon the Roche family’s proposal, one appointed upon TXR S.r.l.’s proposal, one appointed upon the Chouchan family’s proposal, one independent member appointed upon the Roche and Chouchan families’ recommendation and one independent member appointed upon TXR S.r.l.'s recommendation. Certain thresholds are established so that if each shareholder group falls below such thresholds, they lose the right to appoint Company supervisory board members. Another threshold is established so thatif the Roche family exceeds such threshold, it can appoint an additional member. The chairman and vice chairman of the Company’s supervisory board are chosen from the members designated upon proposals made by the Roche and Chouchan families. Each party undertakes to vote in favour of candidates proposed by the other parties.

The Company supervisory board's internal rules and procedures include (i) a list of decisions requiring the Company supervisory board's simple majority approval, (ii) and a list of decisions requiring the Company supervisory board’s 3/4 majority approval.

Transfer Project: over a period of 12 months following the initial listing of the Company’s shares, TXR S.r.l undertakes to inform representatives of the Roche and Chouchan families of its intention to

149

transfer shares representing at least 5% of the Company's capital as part of a placement. Each member of the Roche and Chouchan families will have the option to buy the shares subject to the placement. TXR S.r.l. also undertakes to notify representatives of the Roche and Chouchan families of negotiations between TXR S.r.l. and a direct competitor of the Group relating to transferring shares representing at least 10% of the Company's capital.

Right of first refusal: the Roche and Chouchan families benefit from the right of first refusal in the event that TXR S.r.l. wants to transfer shares representing at least 10% of the Company’s share capital to a direct competitor of the ROCHE BOBOIS Groupe. TXR S.r.l must notify the Roche and Chouchan families of its intent to transfer at least seven (7) trading days before the transfer. The Roche and Chouchan families must notify TXR S.r.l. of the identity of the beneficiaries exercising their right of first refusal within seven (7) trading days after receiving this notification. The beneficiaries who exercised their right of first refusal then have three (3) trading days to make the transfer. The TXR Agreement also includes technical terms and conditions for applying the right of first refusal in the event of a public offering.

Duration: the TXR Agreement is designed to take effect for a three-year period from the first listing of the Company’s shares on the regulated market of Euronext in Paris. The agreement shall be terminated immediately if (i) TXR S.r.l. is no longer controlled by Tamburi Investment Partners S.p.A. or (ii) TXR S.r.l.’s voting rights account for less than 13% of the Company’s voting rights.

- Roche-Chouchan Agreement:

A second shareholders agreement (the “Roche-Chouchan Agreement” will be signed between the shareholders of the Roche family and the Chouchan family, also as part of the admission of the Company’s shares for trading on the regulated market of Euronext in Paris. This agreement, along with the TXR Agreement (the “Agreements”), will take effect on the day the shares are first admitted for trading on the regulated market of Euronext in Paris. The Roche-Chouchan Agreement is part of a concerted action between the signatories towards the Company within the meaning of Article L. 233-10 of the French Commercial Code.

The main clauses of the Roche-Chouchan Agreement are as follows:

Acting in concert: the parties undertake to consult each other before each of the Company’s general shareholders’ meetings, and as the case may be, before each supervisory board meeting, to come to an agreement on resolutions listed on the agenda.

Share retention commitment: the parties undertake to not transfer any shares that would decrease their overall holding to less than 50% of voting rights in the Company for a duration of six (6) years starting from when the Company’s shares are first admitted for trading on the regulated market of Euronext in Paris.

“Dutreil” Commitments: in the event of a merger-absorption by ROCHE BOBOIS GROUPE SA, and if certain parties request it, new collective Company share retention agreements shall be signed under a “Dutreil” agreement, and as such will provide for certain representatives of the Roche and Chouchan families to maintain positions within Company management to fulfill requirements of the “Dutreil” commitments.

Governance: The chairman of the Company’s supervisory board is a member chosen from those designated upon proposals by the Roche family. The vice chairman of the Company’s supervisory board is a member chosen from those designated upon a proposal by the Chouchan family.

Purchase option: the Roche and Chouchan families have mutually granted a partial and total pre- emption right in the event that a member of either family plans to transfer Company shares to a member

150

of the other family or to a third party, except in the event of a rollover1. Each of the members of the other family have 30 trading days after receiving notice of the intent to transfer to exercise their right to purchase. The Roche-Chouchan Agreement also includes technical terms and conditions for applying the right of first refusal in the event of a public offering.

Duration: the Roche-Chouchan Agreement is designed to take effect for a six-year period when the Company’s shares are first listed on the regulated market of Euronext in Paris. At the end of this period, the Roche-Chouchan Agreement shall be automatically renewed for consecutive three-year periods unless one of the parties terminates the agreement at least three months before it expires.

1 Means any (a) transfer of shares carried out under the IPO, or (b) any share transfer carried out (i) within the same family, between members of this family, (ii) by a party to one of its descendants or ascendants who are not a party to this agreement, (iii) by a party to any family holding or by a family holding of a party to another family holding of said party or (iv) when the transfer takes place by succession, by legacy or due to death.

151

15. COMPENSATION AND BENEFITS

15.1 Compensation of corporate officers

During the 2016 and 2017 financialyears, the Company was incorporated as a French société par actions simplifiée, governed by a chairman and CEO. The information in this chapter is established by referring to the Corporate Governance Code as published by MiddleNext in September 2016. The tables in Appendix 2 to the AMF Position- Recommendation No. 2014-14 are presented below.

Table No. 1: Summary of compensation and warrants (BSA), founder warrants (BSPCE), and stock options (Options) allocated to each executive corporate officer

2016 Fiscal Year 2017 Fiscal Year

Gilles Bonan(1)

Compensation due for the fiscal year (2) €391,733 €391,845

Valuation of multi-year variable €117,368 €117,000 compensation allocated during the fiscal year

Valuation of BSA, BSPCE and Options allocated during the fiscal year N/A N/A

Valuation of Roche Bobois Groupe SA free €1,665,824 N/A shares allocated during the fiscal year(3)

Total €2,174,925 €508,845

(1) For the period under consideration, Gilles Bonan was chairman of the management board of Roche Bobois Groupe SA, the Company’s main subsidiary. He will be appointed chairman of the management board of the Company, in its new form as a French société anonyme with a management board and supervisory board on the date of the Autorité des marchés financiers’approval of the prospectus relating to the admission of the Company’s shares for trading on the regulated market of Euronext in Paris. The table above thus indicates the compensation collected for the duties performed by Gilles Bonan within Roche Bobois Groupe SA. (2) Including benefits in kind (see Table No. 2 “Table summarising compensation of each executive corporate officer” below). (3) The management board of Roche Bobois Groupe SA, the Company's main subsidiary, allocated at its meeting on 28 July 2016 a total number of 225 free shares to Gilles Bonan (75 of which have been vested at the date of the Document de Base and 150 of which are currently vesting). There is a historic value at the date of allocation, calculated for accounting purposes with respect to IFRS 2 before the charge is spread over the vesting period. This value represents neither current market value nor an updated valuation of these shares at the time of their vesting (if they become vested). It does not correspond to compensation that is actually collected during the fiscal year.

152

2016 Fiscal Year 2017 Fiscal Year

Eric Amourdedieu(1)

Compensation due for the fiscal year (2) €316,121 €315,385

Valuation of multi-year variable €47,193 €3,600 compensation allocated during the fiscal year

Valuation of BSA, BSPCE and Options N/A N/A allocated during the fiscal year

Valuation of Roche Bobois Groupe SA free €1,273,430 N/A shares allocated during the fiscal year(3)

Total €1,636,744 €318,977

(1) For the period under consideration, Eric Amourdedieu was CEO and a member of the management board of Roche Bobois Groupe SA, the Company’s main subsidiary. He will be appointed chairman of the management board of the Company, in its new form as a French société anonyme with a management board and supervisory board on the date of the Autorité des marchés financiers’approval of the prospectus relating to the admission of the Company’s shares for trading on the regulated market of Euronext in Paris. The table above thus indicates the compensation collected for the duties performed by Eric Amourdedieu within Roche Bobois Groupe SA. (2) Including benefits in kind (see Table No. 2 “Table summarising compensation of each executive corporate officer” below). (3) The management board of Roche Bobois Groupe SA, the Company's main subsidiary, allocated at its meeting on 28 July 2016 a total number of 172 free shares to Eric Amourdedieu (57 of which have been vested at the date of the Document de Base and 115 of which are currently vesting). There is a historic value at the date of allocation, calculated for accounting purposes with respect to IFRS 2 before the charge is spread over the vesting period. This value represents neither current market value nor an updated valuation of these shares at the time of their vesting (if they become vested). It does not correspond to compensation that is actually collected during the fiscal year.

2016 Fiscal Year 2017 Fiscal Year

Guillaume Demulier(1)

Compensation due for the fiscal year (2) €150,000 €165,000

Valuation of multi-year variable €18,732 €0 compensation allocated during the fiscal year

Valuation of BSA, BSPCE and Options N/A N/A allocated during the fiscal year

Valuation of Roche Bobois Groupe SA free €925,458 €0 shares allocated during the fiscal year(3)

153

Total €1,094,190 €165,000

(1) For the period considered, Guillaume Demulier was a member of the management board of Roche Bobois Groupe SA, the Company’s main subsidiary. He will be appointed chairman of the management board of the Company, in its new form as a French société anonyme with a management board and supervisory board on the date of the Autorité des marchés financiers’approval of the prospectus relating to the admission of the Company’s shares for trading on the regulated market of Euronext in Paris. The table above thus indicates the compensation collected for the duties Guillaume Demulier performed within Roche Bobois Groupe SA. (2) Including benefits in kind (see Table No. 2 “Table summarising compensation of each executive corporate officer” below). (3) The management board of Roche Bobois Groupe SA, the Company's main subsidiary, allocated at its meeting on 28 July 2016, a total number of 125 free shares to Guillaume Demulier (42 of which have been vested at the date of the Document de Base and 83 of which are currently vesting). There is a historic value at the date of allocation, calculated for accounting purposes with respect to IFRS 2 before the charge is spread over the vesting period. This value represents neither current market value nor an updated valuation of these shares at the time of their vesting (if they become vested). It does not correspond to compensation that is actually collected during the fiscal year.

2016 Fiscal Year 2017 Fiscal Year

Antonin Roche(1)

Compensation due for the fiscal year (2) €58,000 €70,000

Valuation of multi-year variable €110,766 €92,751 compensation allocated during the fiscal year

Valuation of BSA, BSPCE and Options N/A N/A allocated during the fiscal year

Valuation of free shares allotted for the fiscal N/A N/A year

Total €168,766 €162,750 (1) For the period considered, Antonin Roche was a member of the management board of Roche Bobois Groupe SA, the Company’s main subsidiary. He will be appointed chairman of the management board of the Company, in its new form as a French société anonyme with a management board and supervisory board on the date of the Autorité des marchés financiers’approval of the prospectus relating to the admission of the Company’s shares for trading on the regulated market of Euronext in Paris. The table above thus indicates the compensation collected for the duties performed by Antonin Roche within Roche Bobois Groupe SA. (2) Including benefits in kind (see Table No. 2 “Table summarising compensation of each executive corporate officer” below).

154

Table No. 2: Table summarising compensation of each executive corporate officer The following tables present the compensation due to executive corporate officers for the fiscal years ended 31 December 2016 and 2017, and the compensation collected by these same individuals during these years.

2016 Fiscal Year 2017 Fiscal Year

Amounts Amounts Amounts Amounts due(1) paid(2) due(1) paid(2)

Gilles Bonan(3)

Fixed compensation - corporate €110,000 €110,000 €110,000 €110,000 office(4)

Fixed compensation – €265,000 €265,000 €265,000 €265,000 employment agreement(4)

Annual variable compensation - €113,525 €71,500 €117,000 €147,525 employment agreement(4) (5)

Profit-sharing agreement (4) €3,843 €7,619 €0 €3,843

Exceptional compensation - € - € - € - €

Attendance fees - € - € - € - €

Benefits in kind(6) €16,733 €16,733 €16,845 €16,845

Total €509,101 €470,777 €508,845 €543,213

(1) Compensation due to the corporate officer during the fiscal year. (2) Compensation paid to the corporate officer during the fiscal year. (3) For the period under consideration, Gilles Bonan was chairman of the management board of Roche Bobois Groupe SA, the Company’s main subsidiary. He will be appointed chairman of the management board of the Company, in its new form as a French société anonyme with a management board and supervisory board on the date of the Autorité des marchés financiers’approval of the prospectus relating to the admission of the Company’s shares for trading on the regulated market of Euronext in Paris. The table above thus indicates the compensation collected for the duties performed by Gilles Bonan within Roche Bobois Groupe SA. (4) Entered with Roche Bobois Groupe SA. The double compensation of Gilles Bonan is related to his employment agreement (dated 1999), which was before his appointment as corporate officer (2001). This double compensation is thus explained by historical reasons, it being specified that Gilles Bonan will in the future only be compensated for the corporate office carried out within the Company.

(5) The amount of variable compensation depends on the increase in current consolidated income before taxes of Roche Bobois Groupe SA.

(6) Benefits in kind consist in a company car, a mobile phone, and a company director employment insurance (GSC).

155

2016 Fiscal Year 2017 Fiscal Year

Amounts Amounts Amounts Amounts due(1) paid(2) due(1) paid(2)

Eric Amourdedieu(3) Fixed compensation - Corporate €77,500 €77,500 €77,500 €77,500 office(4) Fixed compensation – €222,500 €222,500 €222,500 €222,500 Employment agreement(4) Annual variable compensation - €43,350 €57,100 €3,600 €43,350 employment agreement (4) (5) Profit-sharing agreement (4) €3,843 €6,397 - € €3,843 Exceptional compensation - € - € - € - € Attendance fees - € - € - € - € Benefits in kind(6) €16,121 €16,121 €15,377 €15,377 Total €363,314 €379,618 €318,977 €362,570

(1) Compensation due to the corporate officer during the fiscal year. (2) Compensation paid to the corporate officer during the fiscal year. (3) For the period under consideration, Eric Amourdedieu was CEO and a member of the management board of Roche Bobois Groupe SA, the Company’s main subsidiary. He will be appointed chairman of the management board of the Company, in its new form as a French société anonyme with a management board and supervisory board on the date of the Autorité des marchés financiers’approval of the prospectus relating to the admission of the Company’s shares for trading on the regulated market of Euronext in Paris. The table above thus indicates the compensation collected for the duties performed by Eric Amourdedieu within Roche Bobois Groupe SA. (4) Entered with Roche Bobois Groupe SA. The double compensation of Eric Amourdedieu is related to his employment agreement (dated 2001) which was before his appointment as corporate officer (2003). This double compensation is thus explained by historical reasons, it being specified that Eric Amourdedieu will in the future only be compensated for the corporate office carried out within the Company. (5) The amount of variable compensation depends on the increase in current consolidated income before taxes of Roche Bobois Groupe SA.

(6) Benefits in kind consist in a company car, a mobile phone, and a company director employment insurance (GSC).

156

2016 Fiscal Year 2017 Fiscal Year

Amounts Amounts Amounts Amounts due(1) paid(2) due(1) paid(2)

Guillaume Demulier(3)

Fixed compensation – €150,000 €150,000 €165,000 €165,000 employment agreement(4)

Annual variable compensation €15,000 €28,000 €0 €15,000 – employment agreement (4) (5)

Profit-sharing agreement (4) €3,732 €4,313 €0 €3,732

Exceptional compensation €0 €0 €0 €0

Attendance fees €0 €0 €0 €0

Benefits in kind €0 €0 €0 €0

Total €168,732 €182,363 €165,000 €183,732 (1) Compensation due to the corporate officer during the fiscal year. (2) Compensation paid to the corporate officer during the fiscal year. (3) For the period considered, Guillaume Demulier was a member of the management board of Roche Bobois Groupe SA, the Company’s main subsidiary. He will be appointed chairman of the management board of the Company, in its new form as a French société anonyme with a management board and supervisory board on the date of the Autorité des marchés financiers’approval of the prospectus relating to the admission of the Company’s shares for trading on the regulated market of Euronext in Paris. The table above thus indicates the compensation collected for the duties Guillaume Demulier performed within Roche Bobois Groupe SA. (4) Compensation due under the employment agreement entered with Roche Bobois Groupe SA. (5) The gross annual compensation of Guillaume Demulier, as the Group CFO, was modified and set as follows, as from 1 June 2017:

- annual flat rate gross compensation of €175,000 payable in 12 installments, and

- variable compensation, depending on the increase in current consolidated income before taxes of Roche Bobois Groupe SA.

157

2016 Fiscal Year 2017 Fiscal Year

Amounts Amounts Amounts Amounts due(1) paid(2) due(1) paid(2)

Antonin Roche(3)

Fixed compensation(4) (5) €58,000 €58,000 €70,000 €70,000

Variable annual compensation(5) €110,766 €90,000 €92,751 €113,672 (6)

Profit-sharing agreement - € - € - € - €

Exceptional compensation - € - € - € - €

Attendance fees - € - € - € - €

Benefits in kind - € - € - € - €

Total €168,766 €148,000 €162,750 €183,672

(1) Compensation due to the corporate officer during the fiscal year. (2) Compensation paid to the corporate officer during the fiscal year. (3) For the period considered, Antonin Roche was a member of the management board of Roche Bobois Groupe SA, the Company’s main subsidiary. He will be appointed chairman of the management board of the Company, in its new form as a French société anonyme with a management board and supervisory board on the date of the Autorité des marchés financiers’approval of the prospectus relating to the admission of the Company’s shares for trading on the regulated market of Euronext in Paris. The table above thus indicates the compensation collected for the duties performed by Antonin Roche within Roche Bobois Groupe SA. (4) including compensation due: - for his corporate office as member of the management board of Roche Bobois Groupe SA: €40,000 in 2016 and €40,000 in 2017. - for the employment contract entered with GIE Intérieur Services: €18,000 in 2016 and €30,000 in 2017. (5) compensation due for the employment contract entered into with GIE Intérieur Services. (6) The variable compensation of Antonin Roche for this employment contract is linked to revenues before tax earned by the members of GIE (meaning the Roche Bobois stores in Paris and the Parisian region that belong to the Group)

158

Table No. 3: Table on attendance fees and other compensation collected by non-executive corporate officers

Non-executive corporate 2016 Fiscal Year 2017 Fiscal Year officers Amounts Amounts Amounts Amounts due(1) paid(2) due(1) paid(2) François Roche(3)

Attendance fees €0 €0 €0 €0

Other compensation(3)bis €83,000 €83,000 €83,000 €83,000 Jean-Eric Chouchan(4)

Attendance fees €0 €0 €0 €0

Other compensation €0 €0 €0 €0

Giovanni Tamburi(5)

Attendance fees €0 €0 €0 €0

Other compensation €0 €0 €0 €0

Nicolas Roche(6)

Attendance fees €0 €0 €0 €0

Other compensation(6)bis €111,000 €111,000 €111,000 €111,000

Mercedes Erra(7)

Attendance fees N/A N/A N/A N/A

Other compensation N/A N/A N/A N/A

Annalisa Loustau Elia(8)

Attendance fees N/A N/A N/A N/A

Other compensation N/A N/A N/A N/A

Marie-Claude Chouchan(9)

Attendance fees €0 €0 €0 €0

Other compensation €0 €0 €0 €0 (1) Compensation due to the corporate officer during the fiscal year. (2) Compensation paid to the corporate officer during the fiscal year. (3) For the period under consideration, François Roche was chairman of the supervisory board of Roche Bobois Groupe SA. The compensation detailed in the table above has thus been collected for the duties he performed within Roche Bobois Groupe SA. He was appointed a member of the supervisory board of the Company, in its form as a French société anonyme with a management board and supervisory board, by the Company's General Shareholders’ Meeting on 30 May 2018, effective on

159

the date of the Autorité des marchés financiers approval of the prospectus relating to the admission of the Company's shares for trading on the regulated market of Euronext in Paris. (3)bis The compensation mentioned in the table above was collected by François Roche for his duties as chairman of the supervisory board of Roche Bobois Groupe SA. (4) For the period under consideration, Jean-Eric Chouchan was a member of the management board of Roche Bobois Groupe SA. The compensation detailed in the table above has thus been collected for the duties he performed within Roche Bobois Groupe SA. He was appointed a member of the supervisory board of the Company, in its form as a French société anonyme with a management board and supervisory board, by the Company's General Shareholders’ Meeting on 30 May 2018, effective on the date of the Autorité des marchés financiers approval of the prospectus relating to the admission of the Company's shares for trading on the regulated market of Euronext in Paris. (5) For the period under consideration, Giovanni Tamburi was a member of the supervisory board of Roche Bobois Groupe SA. The compensation detailed in the table above has thus been collected for the duties he performed within Roche Bobois Groupe SA. He was appointed a member of the supervisory board of the Company, in its form as a French société anonyme with a management board and supervisory board, by the Company's General Shareholders’ Meeting on 30 May 2018, effective on the date of the Autorité des marchés financiers approval of the prospectus relating to the admission of the Company's shares for trading on the regulated market of Euronext in Paris. (6) For the period under consideration, Nicolas Roche was a member of the management board of Roche Bobois International. The compensation detailed in the table above has thus been collected for his duties within Roche Bobois International. He was appointed a member of the supervisory board of the Company, in its form as a French société anonyme with a management board and supervisory board, by the Company's General Shareholders’ Meeting on 30 May 2018, effective on the date of the Autorité des marchés financiers approval of the prospectus relating to the admission of the Company's shares for trading on the regulated market of Euronext in Paris. (6)bis The compensation mentioned in the table above was collected by Nicolas Roche: - for his corporate office as member of the management board of Roche Bobois International: €24,000 in 2016 and €24,000 in 2017. - under his employment agreement with Roche Bobois International for his position as Director of Collections: €87,000 in 2016 and €87,000 in 2017. (7) Mercedes Erra was appointed a member of the supervisory board of the Company, in its form as a French société anonyme with a management board and supervisory board, by the Company's General Shareholders’ Meeting on 30 May 2018, effective on the date of the Autorité des marchés financiers approval of the prospectus relating to the admission of the Company's shares for trading on the regulated market of Euronext in Paris. (8) Annalisa Loustau Elia was appointed a member of the supervisory board of the Company, in its form as a French société anonyme with a management board and supervisory board, by the Company's General Shareholders’ Meeting on 30 May 2018, effective on the date of the Autorité des marchés financiers approval of the prospectus relating to the admission of the Company's shares for trading on the regulated market of Euronext in Paris. (9) For the period considered, Marie-Claude Chouchan was a member of the supervisory board of Roche Bobois Groupe, the Company’s main subsidiary. She was appointed a member of the supervisory board of the Company, in its form as a French société anonyme with a management board and supervisory board, by the Company's General Shareholders’ Meeting on 30 May 2018, effective on the date of the Autorité des marchés financiers approval of the prospectus relating to the admission of the Company's shares for trading on the regulated market of Euronext in Paris. She has not collected any compensation for the duties she performed within Roche Bobois Group.

160

Table No. 4: BSA, BSPCE or Options allocated during the fiscal year ended 31 December 2017 to each executive corporate officer by the Company, and by any company of the Group

None.

Table No. 5: BSA, BSPCE and Options exercised during the fiscal year ended 31 December 2017 by each executive corporate officer

None.

Table No. 6: Free shares allocated to each corporate officer by the Company

There has been no allocation of free shares as at the date of this Document de Base. The management board of Roche Bobois Groupe SA, the Company’s main subsidiary, nevertheless decided at its meeting on 28 July 2016 to allocate free shares of Roche Bobois Groupe SA to Guillaume Demulier, Gilles Bonan, and Eric Amourdedieu (see Table No. 10 below).

Table No. 7: Free shares allocated to each corporate officer that have been vested

None

Table No. 8: History of allocations of BSA, BSPCE, and Options

None.

Table No. 9: BSA and BSPCE allocated and Options granted during the fiscal year to the first ten employees that are not corporate officers, and BSA, BSPCE and Options exercised by the latter during the fiscal year.

None.

161

Table No. 10: History of free share allocations

The management board of Roche Bobois Groupe SA, the Company’s main subsidiary, decided at its meeting on 28 July 2016 to allocate free shares of Roche Bobois Groupe SA to Guillaume Demulier, Gilles Bonan, and Eric Amourdedieu (according to the terms below):

Free Shares - Free Shares - Free Shares - Allocation No. 1 Allocation No. 2 Allocation No. 3* Date of general shareholders’ July 5, 2016 July 5, 2016 July 5, 2016 meeting Date of decision of the management July 28, 2016 July 28, 2016 July 28, 2016 board allocating free shares Total number of free 174 130 218 shares allocated Corporate officers

concerned: - Gilles Bonan 75 56 94 - Eric 72 57 43 Amourdedieu - Guillaume 52 42 31 Demulier Shares’vesting date 28/07/2017 28/07/2018 28/07/2018** Retention period end- 28/07/2018 None*** None*** date Number of shares subscribed as of the 174 0 0 date of the Document de Base Cumulative number of shares cancelled or lapsed as of the date 0 0 0 of the Document de Base Remaining allocated free shares allocated 0 130 218 at fiscal year-end *The third tranche includes a performance condition in addition to the attendance condition. This performance condition is achieved either by reaching a certain level of EBITDA and net debt or by completing the Company’s initial public offering.

**The vesting period is set (i) to two years in case of a Company’s initial public offering or change of control (a “Liquidity Event”) that arises within a period of two years from the allocation date, or no later than 5 July 2018, (ii) until the occurrence of the Liquidity Event, if it occurs between the second and third anniversary of the allocation date or (iii) to three years if there is no Liquidity Event during the three years following the allocation date.

162

***The three corporate officers concerned are nevertheless bound by an obligation to hold a fraction of the shares in their name throughout their respective terms, in accordance with Article L. 225-197-1, par. 4. This holding obligation concerns four of the shares held by Guillaume Demulier, five of the shares held by Eric Amourdedieu, and seven of the shares held by Gilles Bonan.

Table No. 11 The following table provides clarifications as to the terms of compensation and other benefits granted to executive corporate officers:

Indemnities or benefits due or Supplementary that could be Indemnities Employment retirement due following relating to a non- agreement Executive scheme termination or compete clause corporate officers change in position

Yes No Yes No Yes No Yes No

Gilles Bonan X X X1 X

Start-date of office: 2001

End-date of office: 10 June 2021

Eric Amourdedieu X X X1 X

Start-date of office: 2003

End-date of office: 10 June 2021

Jean-Eric X X X X Chouchan

Start-date of office: 2008

End-date of office: 10 June 2021

Antonin Roche X2 X X X

Start-date of office: 2011

End-date of office: 10 June 2021

Guillaume X X X X Demulier

Start-date of office: 2012

End-date of office: 10 June 2021 (1) Gilles Bonan and Eric Amourdedieu benefit from the social security scheme for corporate managers (GSC) (See Section 15.1.)

(2) Antonin Roche benefits from an employment agreement with GIE Intérieur Services (see Section 19.2 of the Document de Base)

163

15.2 Amounts funded by the Company to pay pensions, retirement, and other benefits to corporate officers

With the exception of provisions for the retirement packages detailed in Note 4.10 to the consolidated financial statements that appear in Section 20.1 of the Document de Base, the Company has not funded any amounts to pay pensions, retirement, or other benefits to members of the management board or supervisory board.

The Company has not paid arrival or departure bonuses to the aforementioned corporate officers. The Group has not paid arrival or departure bonuses to corporate officers.

15.3 Securities giving access to the Company’s share capital that have been allocated to or subscribed for by corporate officers

At the date of the Document de Base, the Company has not issued any securities or other instruments giving access to the share capital. The management board of Roche Bobois Groupe SA, the Company’s main subsidiary, nevertheless decided at its meeting on 28 July 2016 to allocate free shares of Roche Bobois Groupe SA to Guillaume Demulier, Gilles Bonan, and Eric Amourdedieu (see Table No. 10 in Chapter 15 of the Document de Base).

164

16. OPERATION OF THE ADMINISTRATIVE AND MANAGEMENT BODIES

The general shareholders’ meeting of Roche Bobois S.A.S., which was held on 30 May 2018, decided to transform the Company into a French société anonyme with a management board and supervisory board, effective on the date of the Autorité des marchés financiers’ approval of the prospectus relating to admission of the Company's shares for trading on the Euronext Paris regulated market. Even though at the registration date of the Document de Base the Company is still a French société par actions simplifiée, the information relating to the Company that is presented in this Document de Base takes into account in advance the transformation to a French société anonyme with a management board and supervisory board, and more generally the bylaws’ amendments and new governance rules inherent to the Company's initial public offering.

16.1 Company Management

Developments relating to the members of the management board and information relating thereto are presented in Chapters 14 “Administrative, Management and Supervisory Bodies” and 21.2 “Memorandum of Association and Bylaws” of this Document de Base.

16.2 Information regarding the service agreements connecting the administrative, management orsupervisory bodies, and the Company

To the Company's knowledge, there is no service contract between the members of the management board or supervisory body of the Company and the Company or one of the companies of the Group, except for the contracts described in paragraphs 19.2 c), 19.2 d), and 19.2 e).

16.3 Supervisory board and special committees - Corporate governance

16.3.1 Supervisory board

Developments relating to the members of the supervisory board and information relating thereto are presented in Chapters 14 “Administrative, Management and Supervisory Bodies, and General Management” and 21.2 “Memorandum of Association and Bylaws” of this Document de Base.

Members of the supervisory board may be remunerated with attendance fees for attending supervisory board meetings and participating in special committees.

Once the Autorité des marchés financiers (AMF) approves the prospectus relating to the admission of the Company's shares for trading on the regulated market of Euronext in Paris, the supervisory board shall adopt internal rules and procedures.

These internal rules and procedures in particular contain the standards of conduct and obligations of members of the Company’s supervisory board. Each member of the supervisory board promises to independently analyse, judge, and act, and to actively participate in thesupervisory board’s work. Each member informs the supervisory board of situations where he may face a conflict of interest. Furthermore, these internal rules and procedures recall the regulations that relate to the dissemination and use of privileged information in effect, and specify that its members must refrain from performing operations on the Company’s shares when they have access to privileged information.

These internal rules and procedures in particular provide that the following operations and decisions may only be decided on by the management board upon obtaining the prior authorisation of the supervisory board, ruling at a simple majority:

- any acquisition, formation, transfer, contribution, pledge, disposal, or liquidation of essential assets or of a business line, any subsidiary or direct or indirect equity interest, and any business, branch, agency, or office, both in France and abroad, that has not been provided for in the

165

Group's annual consolidated budget, with an investment value of more than €1,000,000 (for formation or acquisition) and a gross book value of more than €1,000,000 (for transfer, disposal, contribution, pledge, or liquidation), it being understood that a series of subsequent transactions that present clear similarities must be considered to be a single and same transaction;

- adherence to or investment in a partnership, economic interest grouping (groupement d’intérêt économique), or any other form of partnership or company that could result in joint and several, and/or unlimited liability;

- any subscription for a loan or any use of liquidity facilities (i) for a value that is equal or greater than €1,000,000 per loan or (ii) that exceeds the annual amount of €2,000,000;

- recruitment, dismissal, and compensation (fixed, variable, or any profit-sharing plan) for the Group’s main managers (in other words, managers that have gross annual compensation of more than €100,000);

- the granting or termination of a licence or sublicence for intangible assets, in particular trademarks that belong to Roche Bobois, or for which Roche Bobois holds a licence;

- the granting of loans, the establishment of warranties and/or of sureties for one or more assets of Roche Bobois that fall outside the scope of current business, as provided for in the annual consolidated budget;

- the signing of any agreement for (i) a term of more than one year and (ii) a unit amount higher than €1,000,000, or an annual amount that is greater than €2,000,000.

These bylaws moreover specify that the following operations and decisions may only be decided on by the management board upon obtaining the prior authorisation of the supervisory board, ruling at a three- quarters’ majority:

- the appointment, renewal, modification, and compensation (including stock option plans) of members of the management board;

- approval of the Group’s business plan and any updating thereof;

- approval of the Group’s consolidated annual budget and any updating thereof;

- any increase in capital of the Company with or without a preferential subscription right for shareholders, any reduction in capital, any plan to buy back shares, or any use of the financial delegations granted by the general shareholders’ meeting to the management board;

- any merger or division (other than the Company’s absorption of Roche Bobois Group); and

- any draft resolution to be submitted to the Company's extraordinary shareholders’ meeting concerning: (i) transformation of the Company into another legal form; (ii) change in the Company's governance structure (from two-tier governance to single-tier governance with a board of directors); (iii) transfer of the registered office to a foreign country; (iv) change in corporate purpose; and (v) change in rules on the Company's allocation of benefits.

Each member of the supervisory board is required to declare to the Company and the Autorités des marchés financiers transactions they directly or indirectly implement and that involve Company shares.

166

The supervisory board considers that Mercedes Erra and Annalisa Loustau Elia are two independent members pursuant to the provisions of the Corporate Governance Code, as published in September 2016 by MiddleNext (the “MiddleNext Code”), to the extent that neither of these people:

− have been, during the past five years, or are currently, either an employee or executive corporate officer of the Company or of a company in its group;

− with regard to Annalisa Loustau Elia, has been, during the past two years, or is currently, in a significant business relationship with the Company or its group (customer, supplier, competitor, service provider, creditor, banker, etc.); and with regard to Mercedes Erra, the supervisory board does not consider the business relationship between Havas Group and the Group to be such that it would compromise Mercedes Erra’s independence;

− are reference shareholders of the Company, or hold a significant percentage of voting rights;

− have a close relationship or close family connection to a corporate officer or reference shareholder; and

− have been, during the past six years, a Company statutory auditor.

The supervisory board takes the various events that mark the life of the Company into account when determining the number of meetings. Therefore, the supervisory board meets as often as the Company’s current situation requires and, at least four times a year.

Observers are called to supervisory board meetings under the same conditions as members of the supervisory board, and benefit within this framework from a right to be informed in advance of the supervisory board meetings under the same conditions as the members of the supervisory board. They attend the supervisory board meetings with in an advisory capacity (see paragraph 21.2.2.1.3 of the Document de Base containing the bylaws provisions concerning the observer(s)).

16.3.2 Committees

The Company shall establish a special committee within its supervisory board, the audit committee, on the date the Autorité des marchés financiers approves the prospectus regarding the admission to trading of the Company’s shares on the regulated market of Euronext in Paris.

16.3.2.1 Audit committee

The Company shall establish an audit committee for an unlimited term on the date the Autorité des marchés financiers approves the prospectus regarding the admission of the Company’s shares to trading on the regulated market of Euronext in Paris. The members of the audit committee shall specify the operating rules of their committee in its internal rules and procedures, which shall be approved by the supervisory board on the same day.

The main terms of the audit committee’s internal rules and procedures are described below.

167

Composition

The audit committee is, if possible, comprised of at least two members appointed by the supervisory board from among its members, excluding the executive corporate officers. They are appointed for an unlimited term, which may not exceed their terms as members of the supervisory board, and may be revoked by said supervisory board. Their terms may be renewed without limitation. At least one member of the committee (preferably its chairman) must be an independent member according to the criteria defined by the MiddleNext Code withspecific financial or accounting abilities, noting that all of the members have a minimal amount of financial and accounting expertise.

At the date of the Document de Base, the audit committee members are:

− Mercedes Erra, chairman, and

− Annalisa Loustau Elia.

Mercedes Erra and Annalisa Loustau Elia, both independent members, have specific financial and accounting expertise.

Powers

The audit committee is in particular tasked with:

− monitoring the process of preparing the financial information;

− monitoring the efficiency of the internal control and risk management systems and, where necessary, making recommendations to ensure their integrity;

− monitoring legal oversight of the company and consolidated financial statements, and oversight by the statutory auditor;

− issuing a recommendation regarding the statutory auditors proposed for appointment by the general shareholders’ meeting, and reviewing of the terms of their compensation;

− monitoring the independence of the statutory auditors;

− periodically reviewing the status of important litigation;

− examining the Group's procedures for receiving, retaining, and processing claims regarding accounting and accounting checks conducted internally, for issues pertaining to account control and to documents sent by employees on an anonymous and confidential basis, which call into question accounting practices or account checks; and

− generally, providing any advice and making any appropriate recommendation in the areas above.

The committee must regularly report on its engagements and provide notice without delay of any difficulty encountered.

168

Terms of operation

The audit committee meets at least twice a year with the statutory auditors, according to a calendar set by its chairman, to review the annual, semiannual and, as the case may be, quarterly financial statements, based on an agenda determined by its chairman and communicated to the members of the audit committee at least seven days before the meeting date. In any event, it meets prior to management’s presentation of the annual financial statements to the supervisory board for its review. It also meets at the request of its chairman, two of its members, or the chairman of the supervisory board of the Company.

The audit committee may hear any member of the Company's management board and conduct any internal or external audit on any issue it deems pertinent to its engagement. The chairman of the audit committee will inform the management board and supervisory board in advance. In particular, the audit committee has the power to hear statements from the people who have assisted in preparing the financial statements or reviewing them (administrative officer and CFO, or those in charge of financial management).

The audit committee hears statements from the statutory auditors. They may hear statements from these parties without any Company representative being present.

Reports

The chairman of the audit committee sees to it that the audit committee’s business reports to the supervisory board allow it to be fully informed, thereby facilitating its deliberations.

The annual report shall contain a statement regarding the work of the committee for the past fiscal year.

If, during its work, the audit committee detects a significant risk that does not appear to have been adequately addressed, the chairman provides notice without delay to the chairman of the supervisory board.

16.4 Corporate governance

In an effort to remain transparent and inform the public, notably with the aim of having the Company's shares admitted for trading on regulated market of Euronext in Paris, the Company has undertaken a general review of the corporate governance practices.

The Company has designated the MiddleNext Code to be its code of reference, to be referred to following the admission of its shares for trading on the regulated market of Euronext in Paris. This code is notably available on the MiddleNext website (www.middlenext.com).

The Company aims to comply with all of the MiddleNext Code recommendations.

The table below presents the Company's position in relation to all of the recommendations handed down by the Corporate Governance Code.

To be Non- Recommendations of the MiddleNext Code Adopted adopted compliance Supervisory power R1: Board member ethics X R2: Conflicts of interest X R3: Composition of the board - Presence of independent X(1) members

169

To be Non- Recommendations of the MiddleNext Code Adopted adopted compliance R4: Board member information X R5: Organisation of board and committee meetings X R6: Establishment of committees X R7: Establishment of board internal rules and X(2) procedures R8: Choice of each board member X R9: Terms of board members X R10: Board member compensation X R11: Establishment of a board work evaluation X(3) R12: Relation with shareholders X Executive power R13: Definition and transparency of compensation of X executive corporate officers R14: Preparation of management succession X R15: Concurrent work agreement and corporate office X(4) R16: Severance pay X R17: Supplementary retirement schemes X R18: Stock options and free share allocation X(5) R19: Review of oversight points X (1) At the date of the Document de Base, the supervisory board considers that Mercedes Erra and Annalisa Loustau Elia are two independent members within the meaning of the provisions of the MiddleNext Code. (2) The supervisory board’s internal rules and procedures will be made available to the public on the Company’s website once the Company’s initial public offering is completed. (3) The Company intends to evaluate the supervisory board’s work in 2018. (4) Given the size of the Company, its desire to attract and retain experienced personnel13, and the specific expertise of each of the members of the general management, the supervisory board has authorised executive corporate officers to serve concurrently with their employment agreements. (5) The Group's decentralised structure and its policy of sharing the profits with a large number of associates through the variable portion of their compensation explains why the allocation of instruments allotting a share in the capital are currently limited and concentrated among its primary managers.

16.5 Corporate Social Responsibility

Since no Company shares have been admitted for trading on a regulated market as at the date that this Document de Base was filed, the chairman of the Company does not have to prepare a report on the composition of the board of directors and applying the principle of gender balance on the board,

13 The protections attached to the benefit of an employment agreement (termination procedure and unemployment benefits in particular) represent an important element for executive corporate officers, without which they might not have accepted a corporate office.

170

conditions for preparing and organising the board’s work, as well as internal control and risk management procedures the Company has implemented.

Starting from the fiscal year ending 31 December 2018, and as long as the Company’s shares are admitted for trading on the regulated market of Euronext in Paris, the management board and supervisory board will prepare the reports required by law (management report (rapport de gestion) and corporate governance report (rapport sur le gouvernement d’entreprise)). The management report will also present information on how the Company takes into account climate change impacts of the Group’s business and how it uses goods and services in its business, its commitments to society to promote sustainable development, the circular economy and combating food waste, collective bargaining agreements at the Group level and their impacts on the Company’s economic performance as well as on employee working conditions and initiatives to combat discrimination and promote diversity, in accordance with Article L. 225-201-1 of the French Commercial Code.

Starting from the fiscal year ending 31 December 2018, and as long as the Company’s shares are admitted for trading on the regulated market of Euronext in Paris, the Group will be carrying out the processes and procedures required by law to measure its impact beyond its own business by including the impact of its suppliers, subcontractors and customers that use its products.

In addition, the Group is working to become compliant with French law No. 2016-1691 dated 9 December 2016 relating to transparency, anti-corruption and modernising the economy, including in particular the implementation of the following items:

- a code of conduct defining and illustrating behaviour to forbid that is likely to characterise corruption or insider influence; - internal whistleblowing procedures/collecting alerts; - a riskmapping to identify, analyse and categorise corruption risks the company is exposed to; and - procedures to assess the risk of primary and intermediary suppliers.

171

17. EMPLOYEES

17.1 Human resources

As of 31 December 2017, the Group employed 783 people (full-time equivalent) in 11 countries in Europe and North America.

17.1.1 Allocation by company of the Group:

COMPANY 2015 2016 2017

ACTUAL LINE 12 11 11 ADIC 4 AMSTER FURNITURE 2 2 2 AVITA 3 6 8 BOBOIS D'AUJOURD'HUI 16 15 14 BOIS MEUBLE 73 3 2 BRAVA 7 9 8 CDC 10 10 10 COMPTOIR INTERNATIONAL DU CUIR 16 15 15 COXBURY 51 56 54 CREA 3 6 6 7 CREA FURN 1 1 1 CUIR 3000 3 3 6 CUIR CENTER INTERNATIONAL 15 16 16 CUIR NO.1 4 4 5 DAN SL 10 10 10 DECO CENTER 54/57 7 5 5 DECO CENTER 75 1 DECO CENTER 76 3 3 3 DECO CENTER 95 8 9 9 DIVA DC 3 6 5 DMC ROCHE 10 10 13 DUSSPAR 13 15 15 EDAC 15 17 18 ESPACE CUIR BENELUX 3 3 3 ESPACE CUIR PARIS 4 3 2 EUROPEAN CALIFORNIA 9 13 18 FROM 7 7 10 GIE INTERIEURS SERVICES 39 39 41 GIE PARIS CUIR SERVICES 3 3 3 GIE SERVOGEST 12 12 12 ICORA 22 23 25 IDAC 20 21 22 INPALA 6 7 7 INTERIEUR 37 10 9 8 INTERIEUR 38 3 3 5 INTERIEUR 54/57 13 19 19 INTERIEUR 68 6 6 7

172

COMPANY 2015 2016 2017

INTERIEUR 76 3 2 3 INTERIEUR 83 3 4 4 INTERIEUR 84 4 4 4 INTERIEUR 86 2 2 2 INTERIEUR 92 15 14 13 INTERIEURS CONTEMPORAINS 12 12 11 LA COMPAGNIE DU CANAPE 9 7 7 LA MAISON FRANCAISE 6 4 4 LA MAISON LOMBARDIA 5 LEIMAG 8 5 6 MAGIE BLANCHE 4 4 4 MARTEL ET SOLEIL AMEUBLEMENT 5 6 16 MEUBLES D'AUJOURD'HUI 9 MUNPAR 12 12 12 NUEVA ERA 7 7 7 OBJETS ET FONCTION 33 35 33 OLISSIPO 2 3 3 ORANGE COAST DESIGN 5 5 5 PALMITA 5 3 5 PARAMUS 2 3 PARIZONA 3 4 4 RB Spain 6 6 6 RB Italy 3 2 2 RB PASADENA 3 3 3 RB USA 7 8 8 RBNY2LLC 5 4 7 RBR et Compagnie Cesson 1 ROCHE BOBOIS GROUPE SA 31 30 35 ROCHE BOBOIS INTERNATIONAL 45 41 40 SABJ 4 9 7 SALON CENTER 4 4 4 SEMLA 6 6 6 SERENITY 6 5 5 SERVOGEST 9 11 SOCIETE IMMOBILIERE ROCHE 0 0 0 TOLITO - Tonymo 47 50 58 TOSHIGO 4 4 4 VAROISE DU CUIR 3 2 VEDAC 30 29 31 TOTAL STAFF 740 747 783

173

17.1.2 Allocation of staff (in full-time equivalent) by business and country:

2015 2016 2017 Registe Register Registered red COUN Manage Logis TOT Manage Logis TOT Manage Logis ed office TOT office & Sale office Sale Sale TRY ment tics AL ment tics AL ment tics & AL Admin. & Admin. Admin. German y 2 3 20 25 2 4 21 2 2 4 21 27 Belgiu m 5 2 13 20 6 2 13 7 7 3 12 22 Canada 5 5 20 30 4 5 20 5 5 6 20 Spain 11 6 18 35 11 6 17 34 11 6 17 34 France 5 48 111 138 302 5 41 108 132 286 5 41 112 139 297 Great Britain 16 8 33 57 16 7 38 61 16 7 36 59 Italy 1 8 9 1 5 6 3 8 11 Netherl ands 2 2 2 2 2 2 Portuga l 2 2 3 3 3 3 Switzerl and 7 8 18 33 7 7 21 35 6 6 21 33 US 28 28 73 129 34 31 82 147 40 35 93 168 Total ROCHE BOBOIS 5 122 172 345 644 5 121 171 354 650 5 128 182 372 686

Total CUIR CENTER 5 20 72 97 5 20 71 96 5 21 70 96

TOTAL STAFF 5 127 192 417 741 5 126 191 425 746 5 133 203 442 782

174

175

17.2 Equity interests and stock options of corporate officers

See Table No. 10 of Chapter 15, and Section 21.1.4.1 of the Document de Base “Securities providing access to the Company's capital.”

17.3 Equity interest of employees in the Company's capital

None

17.4 Profit-sharing and incentive schemes

The Group voluntarily implements profit-sharing plans in some of the Company’s subsidiaries. The total amount of these profit-sharing plans was less than €150,000 for fiscal year 2017 for the Group as a whole.

176

18. MAIN SHAREHOLDERS

18.1 Allocation of share capital and voting rights

The shareholding table below represents the allocation of share capital and voting rights for the Company at the registration date of the Document de Base. This table takes into account the 1-for-10 share consolidation that was decided by the Company’s General Shareholders’ Meeting on 30 May 2018. In accordance with the provisions of Article L. 228-29-2, shareholders that own a number of shares that is less than the one required to proceed with the 1-for-10 share consolidation are obligated to purchase or dispose of the necessary number of shares to make this consolidation work.

Jointly owned shares (Actions Voting rights(3)(4) démembrées)(3)(4) Ordinary Extraordinary Shareholders Fully-owned shares general general Total shares % Bare at ordinary general at extraordinary general Usufruct shareholders' shareholders' ownership shareholders’ meeting meeting shareholders’ meeting meeting % % Jean-Eric Chouchan 1,368,044.00 5,500.00(1) 1,368,044.00 13.85% 1,373,544.00 13.91% 1,373,544.00 13.91% Sabine Chouchan 16,500.00 16,500.00 33,000.00 0.33% 16,500.00 0.17% 16,500.00 0.17% Familiale JELC 292,084.00 292,084.00 2.96% 292,084.00 2.96% 292,084.00 2.96% Marie-Claude Chouchan 411,750.00 411,750.00 4.17% 411,750.00 4.17% 411,750.00 4.17% Laurent Chouchan 750.00 5,500.00(1) 750.00 0.01% 6,250.00 0.06% 6,250.00 0.06% Catherine Chouchan 5,500.00(1) - - 5,500.00 0.06% 5,500.00 0.06% Léonard Chouchan 135,886.00 135,886.00 1.38% 135,886.00 1.38% 135,886.00 1.38% Margaux Chouchan 135,886.00 135,886.00 1.38% 135,886.00 1.38% 135,886.00 1.38%

Total Chouchan Family 2,360,900.00 16,500.00 16,500.00 2,377,400.00 24.07% 2,377,400.00 24.07% 2,377,400.00 24.07% François Roche 0.20 2,128,139.50 2,128,139.70 21.55% 0.20 0.00% 0.20 0.00% Nathalie Roche 128,957.70 425,177.90(2) 128,957.70 1.31% 554,135.60 5.61% 554,135.60 5.61% Nicolas Roche 128,957.70 425,927.90(2) 128,957.70 1.31% 554,885.60 5.62% 554,885.60 5.62%

Elise Roche 128,957.60 425,177.90(2) 128,957.60 1.31% 554,135.50 5.61% 554,135.50 5.61% Antonin Roche 128,779.70 426,677.90(2) 128,779.70 1.30% 555,457.60 5.62% 555,457.60 5.62% Jeanne Roche 128,957.60 425,177.90(2) 128,957.60 1.31% 554,135.50 5.61% 554,135.50 5.61%

Société Immobilière Roche SIR 939,288.70 939,288.20 9.51% 939,288.20 9.51% 939,288.20 9.51%

Total Roche Family 1,583,899.20 2,128,139.50 2,128,139.50 3,712,038.20 37.59% 3,712,038.20 37.59% 3,712,038.20 37.59% TXR S.r.l. 3,785,777.30 3,785,777.30 38.34% 3,785,777.30 38.34% 3,785,777.30 38.34%

177

Subtotal of jointly owned shares - 2,144,639.50 2,144,639.50 ------(Actions démembrées) TOTAL 7,730,576.50 2,144,639.50 9,875,215.50 100.00% 9,875,215.50 100.00% 9,875,215.50 100.00%

(1) Shares held inbare ownership for which usufruct belongs to Sabine Chouchan (2) Shares held in bare ownership for which usufruct belongs to François Roche (3) The voting right attached to the share belongs to the beneficial owner for Ordinary General Shareholders’ Meetings and to the bare owner for Extraordinary General Shareholders’ Meetings, subject to the clarifications indicated in (4) below. (4)As an exception to the principle noted in (3) above, the voting right shall belong to the beneficial owner for decisions relating to the allocation of profits, as concerns 7,196,395 shares out of the 21,281,395 shares held in usufruct by François Roche (these shares were stripped donations granted under Article 787 B of the French Tax Code (Code Général des Impôts)). For all other decisions, the voting right attached to these 7,196,395 shares shall belong to the bare owner of the jointly owned shares.

178

18.2 Significant shareholders not represented on the supervisory board

None

18.3 Voting rights of the main shareholders

At the date of the Document de Base, the voting rights of each shareholder were equal to the number of shares held. However, note that once the Company's shares are listed on the regulated market of Euronext in Paris, double voting rights shall be attributed to all fully paid shares registered in the name of the same shareholder for at least two years from the time of the initial listing.

18.4 Control of the Company

As of the date of the Document de Base, all of the shareholders in the Company were part of a shareholders agreement dated 29 April 2013 (the “Former Agreement”), which will be replaced by the Agreements described in Section 14.5 of the Document de Base which will take effect between members of the Roche and Chouchan families, and between members of the Roche and Chouchan families and TXR S.r.l. for the TXR Agreement on the date of the initial listing of the Company’s on the regulated market of Euronext in Paris.

Starting from the initial listing of the Company’s shares on the regulated market of Euronext in Paris, the Company believes it will be jointly controlled by the Roche and Chouchan families according to the meaning of Article L. 233-16 of the French Commercial Code, as they will hold the majority of voting rights and will be bound by an action in concert.

Except the presence of two independent members within the supervisory board and the procedure for regulated agreements, the Company has not established measures to ensure that its potential control would not be exercised in an abusive manner.

18.5 Agreements that could result in a change of control

To the Company’s knowledge, there is no agreement for which implementation could result in a change of control of the Company, except for the Former Agreement referred to in Section 18.4 and the Agreements referred to in Section 14.5 of this Document de Base.

18.6 Status of pledged shares of the Company

To the Company's knowledge, none of its shares has been pledged.

19. OPERATIONS WITH RELATED PARTIES

19.1 Intra-group agreements

a) Financial convention:

- Rebilling of loans agreements and loan agreements:

Roche Bobois Groupe SA, Roche Bobois International, and Cuir Center International end up loaning funds to their subsidiaries and sub-subsidiaries, notably in order to finance renovation/expansion work on the store or stores operated by these subsidiaries or sub- subsidiaries. These loans are not considered to be regulated agreements to the extent that they are entered under normal terms.

- Advances in current account:

Advances in current account may be provided by Roche Bobois Groupe SA, Roche Bobois International, and Cuir Center International to their subsidiaries and sub-subsidiaries. They are not generally remunerated because they benefit subsidiaries or sub-subsidiaries in difficulty and are classified in the regulated agreements.

- Centralised cash management agreement:

Roche Bobois Groupe SA centralises the cash of the majority of the Group’s French companies, subsidiaries, or sub-subsidiaries, under the framework of an agreement that determines the cash management terms of the member companies.

The centralising company, Roche Bobois Groupe SA, manages the Group’s cash in conformity with the agreement.

The centralisation process relies on the existence of a centralising bank account opened in the name of Roche Bobois Groupe SA in the books of the following banking institutions:

- BNPP, - HSBC, - CIC, - LCL, and - Crédit Agricole Ile de France, and through which the balance of the respective bank accounts for each of the subsidiaries is levelled out.

The compensation rate is uniform for all of the Group's companies. This agreement is not a regulated agreement.

- Agreements for debt cancellation/debt waiver with a “retour à meilleure fortune” clause:

Such agreements exist between Roche Bobois Groupe and Roche Bobois International, and their subsidiaries and sub-subsidiaries. They constitute regulated agreements.

Debt concellation subject to a condition subsequent of “retour à meilleure fortune” granted by Roche Bobois Groupe and Roche Bobois International,which remain pending, are as follows:

• Roche Bobois Group granted to La Maison Colonial Int., its wholly-owned subsidiary, two debt cancellations in the amount of €950,000 each. To date, Roche Bobois Groupe has not requested any re-registration in its current account. These agreements are

ending, respectively, at the close of the 2018 fiscal year and at the close of the 2019 fiscal year.

• Roche Bobois International has granted the following debt cancellations:

- to DUSSPAR, its wholly-owned subsidiary, in the amount of €631,000, which is ending at the close of the 2021 fiscal year,

- to MUNPAR, its wholly-owned subsidiary, in the amount of €1,060,000, which is ending at the close of the 2021 fiscal year,

- to NUEVA ERA, its wholly-owned subsidiary, in the amount of €30,000, which is ending at the close of the 2020 fiscal year,

- to IDAC, its 99%-owned subsidiary, in the amount of €350,000, which is ending at the close of the 2018 fiscal year.

To date, Roche Bobois International has not requested any re-registration in its current account.

The company that has cancelled the debt has a period of five years to be able to invoke the “retour à meilleure fortune” clause.

For the company that cancelled the debt, the “retour à meilleure fortune” clause consists of its ability to request that all or part of its receivable be re-recorded to its current account, should the borrowing company return to a profitable position (profit here being considered net book profit), when its equity is at least equal to its share capital. At the expiration of the term provided for in the agreement, the lender company loses its rights.

- Tax consolidation agreement:

There is a tax consolidation agreement with the French companies. The tax consolidation agreement provides for tax neutrality: for each consolidated subsidiary, a corporate income tax is recorded which corresponds to the tax that would have been charged on its income if it had been taxable separately, deducting the fees to be charged which the subsidiary would have benefited from if it had not been consolidated.

b) Guarantee/security agreements

Roche Bobois Groupe SA, Cuir Center International, and Roche Bobois International sometimes stand joint sureties of subsidiaries and sub-subsidiaries of the Group’s commitments to outside lessors, in order to guarantee the payment of all amounts due under the Lease. They may be limited over time and regards to their amount.

There are regulated agreements for security which interest does not accrue for the guaranty provided.

c) Service agreements

- Technical service agreements:

Roche Bobois Groupe SA bills some French and foreign subsidiaries and sub-subsidiaries for technical services (administrative, financial, management, human resources, accounting, and IT services, as well as customer transportation and delivery consulting).

These services are remunerated per a fixed price stated in the agreement. The amount billed depends on the needs of each subsidiary and includes a margin.

With the exception of the agreement between Roche Bobois Groupe SA and Cuir Center International (which is 95.56% owned by Roche Bobois Groupe SA), these agreements are not considered regulated agreements to the extent that, either they apply between companies where someone directly or indirectly holds all of the other’s capital, as necessary deducting the minimum number of shares required to meet the requirements of several partners (Article L. 225-87 of the French Commercial Code), or they concern insignificant amounts, or the companies concerned do not share any managers pursuant to Article L. 225-86 of the French Commercial Code.

- Franchise agreements:

Roche Bobois International and Cuir Center International are franchisors of the Roche Bobois and Cuir Center banners, both in France and abroad, for the benefit of independent companies and subsidiaries or sub-subsidiaries.

These subsidiaries or sub-subsidiaries, under the terms of these contracts, and in consideration for the services rendered by the franchisors pay:

- a franchise fee, - a contribution to the national advertising budget (according to the country), and - a contribution to the television and radio advertising budget (according to the country).

The compensation rate for French franchisor companies is 3.6% for orders placed, excluding taxes, for each of the stores operated by the franchisee, and 2% for orders placed, excluding taxes, for television and radio advertising.

These contracts are not considered to be regulated agreements.

- Leases or subleases:

Some companies in the Group owned stores which they operate directly, or rent under market terms to other companies in the Group.

The list of stores owned by the Group is in Chapter 8.

19.2 Related-party transactions

a) Employment agreements

- Employment agreements of the members of the Roche Bobois Groupe SA management board:

The following employment agreements have been entered between some members of the Company’s management board and Roche Bobois Groupe SA:

o Employment agreement of Gilles Bonan, member of the management board, as CEO,

o Employment agreement of Eric Amourdedieu, member of the management board, as Deputy CEO, and

o Employment agreement of Guillaume Demulier, member of the management board, as Group CFO.

(see Chapter 15 for more details on this subject)

These employment agreements and their amendments have been authorised in succession by the supervisory board of Roche Bobois Groupe SA, and approved by its general shareholders’ meeting.

- Employment agreement of Antonin Roche as director of GIE Intérieur Services:

The gross annual fixed compensation of Antonin Roche for this purpose was €18k in 2016 and €30k in 2017.

The variable compensation of Antonin Roche for this employment agreement is equal to a portion of the pre-tax revenue earned by the members of GIE (meaning the Roche Bobois stores in Paris and the Parisian region that belong to the Group), and amounted to €111k for 2016 and €93k for 2017.

b) Gilles Bonan’s equity interest in Parloire

Gilles Bonan held 49% of Parloire’s capital, which itself held 100% of the capital of Semla (the company that operates the Roche Bobois store in Nantes). The remaining 51% of Parloire’s capital is held by Roche Bobois International. Roche Bobois Groupe SA and Roche Bobois International have provided their financial assistance (representing €566k and €352k respectively as at 31 December 2017) to Parloire in the form of advances or loans.

c) Compensation of Jean-Eric Chouchan

Jean-Eric Chouchan collects annual gross compensation of €180k for his work as a member of Roche Bobois Groupe SA’s management board. This compensation shall end due to Jean- Eric Chouchan’s retirement, as from 30 June 2018.

As chairman of the supervisory board of Roche Bobois International, he shall collect compensation in the amount of €36k as from 1 July 2018.

d) Compensation of Nicolas Roche.

Nicolas Roche, shareholder, collects annual gross compensation of €24k for his work as a member of Roche Bobois International’s management board.

Nicolas Roche has an employment agreement with Roche Bobois International for his position as Director of Collections.

Nicolas Roche’s gross annual fixed compensation for this position was €87k in 2016, and €87k in 2017.

e) Compensation of François Roche

François Roche, as chairman of the supervisory board of Roche Bobois Groupe SA collected gross annual fixed compensation of €83k.

f) Contractual commitments between Gilles Bonan, Eric Amourdedieu, Guillaume Demulier, and the Company under Roche Bobois Groupe SA’s free share allocation plan.

On 30 May 2018, Gilles Bonan, Eric Amourdedieu and Guillaume Demulier each signed an agreement with the Company that will replace their agreements signed on 28 July 2016 and will take effect upon the Company’s IPO. Under the terms of these contracts:

- each of the recipients granted the Company a general undertaking to sell (promesse de vente) for the shares they still would hold as at 31 July 2019, exercisable at any time starting from 1 August 2019 until the third anniversary of the Company’s IPO;

- each of the recipients granted the Company an undertaking to sell (promesse de vente) in the event of their departure, meaning that if a recipient were no longer to perform their duties within the Roche Bobois Groupe, this undeetaking to sell could be exercised for a 12-month period starting from said departure; and

- the Company granted each recipient an undertaking to purchase for shares the recipients own or will own, which will be exercisable for a 5-day period starting from 29 July 2018 (or 5 days following the Company’s IPO if it takes place later) for the 174 shares composing the first tranche of free shares (accounting for around 1.09% of Roche Bobois Groupe’s share capital), and for a 30-day period starting (i) from 1 January 2020 for half the shares that the recipients will still own and (ii) from 31 March 2020 or, alternatively from 1 June 2020 for the remaining free shares unencumbered by a lock-up undertaking according to Article L. 225-197-1 II par. 4 of the French Commercial Code.

The strike price for these undertaking will be calculated for each case using the volume- weighted average stock market value of a Company share 10 days or 3 months preceding the exercise date of the promise concerned, as the case may be, while taking into account the Company’s other assets and liabilities on this date. These contractual commitments will be null and void in the event of a merger between the Company and Roche Bobois Groupe SA, since the free shares held by the managers concerned would be traded against listed shares and thus liquid).

g) Undertaking to Sell shares of Roche Bobois Groupe SA

Under Roche Bobois Groupe SA’s free share allocation plan, the latter signed a promise to sell with the Company concerning a maximum amount of 522 shares of Roche Bobois Groupe SA, in an effort to be able to perform its commitments with regard to the plan's beneficiaries if it was decided that the free shares definitively allotted would be existing shares.

h) Leases

- Société Immobilière Roche – Roche Bobois Groupe SA Commercial lease:

Under the terms of a private agreement dated 20 July 2010, Société Immobilière Roche granted Roche Bobois Groupe SA, by renewal, a commercial lease starting from 1 January 2010 for a term of nine years concerning the entirety of the premises located at 14-18 rue de Lyon and 54 avenue Ledru Rollin – 75012 Paris, including the approximately 1,100 m² sale space and the approximately 1,000 m² offices, distributed among several buildings and four levels, for annual rent before taxes starting at €602k, with a security deposit of three months’ rent and reimbursement of real estate taxes.

For fiscal year 2017: annual rent before taxes amounted to €646k, taxes and fees to €34k, and real estate tax to €21k.

These premises were sublet to other companies of the Group by Roche Bobois Groupe SA, in their entirety to DMC Roche for the sales spaces, and in part to Roche Bobois International for the office spaces. The rest is used for its own offices.

-Sublease between Société Immobilière Roche, Roche Bobois Groupe SA and GIE Intérieur Services:

Under the terms of a private agreement dated 30 April 2015 and its rider No. 1 dated 2 May 2015, Société Immobilière Roche granted Roche Bobois Groupe SA a commercial sublease on renewal effective 1 May 2015, effective until 30 April 2027 for all of the premises located at 8-14 rue des Epinettes – 77600 Bussy Saint Martin for warehouse use, with a surface area of approximately 4,000 m², for annual pre-tax rent starting at €368k, the payment of a security deposit corresponding to three months’ rent, and reimbursement of real estate taxes and fees.

For fiscal year 2017, the annual rent before taxes amounted to €371k, taxes and fees to €9k, and real estate tax to €50k.

Roche Bobois Groupe SA is subletting its own premises to GIE Intérieur Services by virtue of a sublease which was also signed on 30 April 2015.

All of the leases noted above have now been approved by the general shareholders’ meeting of Roche Bobois Groupe SA.

The president and CEO of Société Immobilière Roche is François Roche. François Roche and his five children, all shareholders of the Company, hold slightly more than 50% of its capital. The Deputy CEO of Société Immobilière Roche is Antonin Roche.

- Commercial lease between SCO et Cie - Coxbury Ltd:

This lease concerns the premises of the Roche Bobois store located in London, which is operated by Coxbury Ltd., a Group subsidiary.

For fiscal year 2017: the annual rent was €110k.

SCO et Cie is 50% owned by Société Immobilière Roche and 50% owned by SCO, in which Jean-Eric Chouchan and Marie-Claude Chouchan, his wife, directly or indirectly hold 43% of the capital, noting that Jean-Eric Chouchan is its manager.

- Immobilière Phoenix - Idac commercial lease

This lease concerns the premises of the Roche Bobois store located at 1605 Chaussée de Waterloo 1180 Uccle in Brussels and is operated by Idac, the Group’s subsidiary.

For fiscal year 2017: the annual rent was €166k.

Immobilière Phoenix is 50% owned by SCO & Cie (see above).

- Lease entered with Immo RBG and Co, and ICORA

ICORA, a Group subsidiary which operates the Roche Bobois store in Miami, entered a lease for the premises located at 450 Biltmore way in Miami.

SCO et Cie (see above) hold 100% of the capital of Immo RBG and CO, where François Roche and Antonin Roche are co-managers.

For fiscal year 2017: the annual rent was €231k.

- SCI Immobilière 92/75/92 - Intérieurs 92 commercial lease

Under the terms of a renewal rider to the sublease dated 13 October 1999, SCI Immobilière 92/75/92 granted a renewal to Intérieurs 92 of a commercial lease in effect from 1 January 2013 for a term of nine years concerning business premises with a surface area of approximately 800 m² located at 33-39 Boulevard Henri Sellier and 6 bis rue Pierre Dupont – 92 Suresnes where a Roche Bobois store is operated, with a starting rent of €198k, and the payment of a security deposit corresponding to three months’ rent and reimbursement of real estate taxes and fees.

For fiscal year 2017, the annual rent before taxes amounted to €200k, and real estate tax to €17k.

SCI Immobilière 92/75/92 is 100% owned by SCO et Cie. The co-managers of SCI Immobilière 92/75/92 are François Roche and Antonin Roche.

- SCI Immobilière 91/75/91 - Intérieurs 92 commercial lease

Under the terms of a private agreement dated 1 October 2008, SCI Immobilière 91/75/91 leased to Jancel, now represented by Intérieurs 92 under a sublease, the premises comprising a commercial real estate complex with a surface area of approximately 740 m² located at 12/18 avenue François Mitterrand, 91200 - Athis Mons, for a period of nine years starting from 1 October 2008, to be continued as from 1 October 2018 by tacit extension, and the payment of a security deposit corresponding to three months’ rent and reimbursement for real estate taxes and fees.

For fiscal year 2017, the annual rent before taxes amounted to €144k, fees to €9k, and real estate tax to €18k.

SCI Immobilière 91/75/91 is 50% owned by SCO et Cie. Its co-managers are François Roche and Antonin Roche.

19.3 Statutory Auditors’ reports on the regulated agreements

FURN-INVEST

Statutory Auditors’ report on regulated agreements

Fiscal year ended 31 December 2017

GRANT THORNTON MAZARS GRANT THORNTON

R EGISTERED OFFICE: 29, RUE DU P ONT - 92200 N EUILLY- SUR- S EINE T EL.: +33 (0)1 41 25 85 85

FRENCH PUBLIC ACCOUNTING AND AUDITING SOCIÉTÉ ANONYME REGISTERED WITH THE ASSOCIATION OF THE PARIS ILE DE FRANCE REGION AND A MEMBER OF THE REGIONAL ASSOCIATION OF VERSAILLES Capital of €2,297,184 - NANTERRE TRADE AND CORPORATE REGISTER NO. 632 013 84

MAZARS

R EGISTERED OFFICE: 61, RUE H ENRI R EGNAULT - 92075 PARIS LA DÉFENSE CEDEX T EL.: +33 (0)1 49 97 60 00 - F AX: +33 (0)1 49 97 60 01

FRENCH PUBLIC ACCOUNTING AND AUDITING SOCIÉTÉ ANONYME WITH A MANAGEMENT BOARD AND SUPERVISORY BOARD

CAPITAL OF €8,320,000 - NANTERRE TRADE AND CORPORATE REGISTER NO. 784 824 153

FURN-INVEST

French Société par actions simplifiée with capital of €49,376,078 Registered office: 18 rue de Lyon 75012 Paris PARIS TRADE AND CORPORATE REGISTER 493 229 280

Statutory Auditors’ report on regulated agreements

Fiscal year ended 31 December 2017

GRANT THORNTON MAZARS

Statutory Auditors’ report on regulated agreements

To the general shareholders' meeting of Furn-Invest,

As statutory auditors of your company, we present you with our report on the regulated agreements.

It is our responsibility to inform you, based on the information we have been provided, of the essential features and terms of the agreements of which we have been advised or have discovered during our assignment, without making a determination as to whether they are useful or well-founded, or whether there are other agreements. It is your responsibility to evaluate the Company’s interest in signing and approving these agreements.

We have implemented the steps we have determined to be necessary with regard to the professional standards of the Compagnie nationale des commissaires aux comptes [national auditing body] relating to this engagement.

Agreements subject to the approval of the general shareholders' meeting

We inform you that we have not received an opinion on any agreement entered during the fiscal year ended to be submitted for the approval of the general shareholders' meeting in application of the provisions of Article L. 227-10 of the French Commercial Code.

Issued in Neuilly-sur-Seine and Courbevoie, 22 May 2018

Page 189 out of 295

Statutory Auditors

GRANT THORNTON

SOLANGE AIACHE

MAZARS

CHARLES DESVERNOIS

Page 190 out of 295

20. FINANCIAL REPORTING

20.1 The Group’s consolidated financial statements, prepared in accordance with IFRS for the fiscal years ended 31 December 2015, 31 December 2016, and 31 December 2017

Consolidated financial statements prepared in accordance with IFRS

for the fiscal years ended 31 December 2017, 31 December 2016, and 31 December 2015

Statement of financial position

FURN-INVEST Notes 31/12/2017 31/12/2016 31/12/2015 01/01/2015 Statement of financial position €k €k €k €k ASSETS

Goodwill 4.1 4,730 4,730 4,730 4,730 Other intangible assets 4.1 3,149 2,732 2,813 2,739 Property, plant and equipment 4.2 33,998 33,299 31,337 31,351 Investments in equity affiliates 4.3 1,264 1,228 1,078 1,225 Other non-current financial assets 4.4 3,152 3,059 2,686 2,898 Other non-current assets 4.7 479 511 586 748 Deferred tax assets 5.6 5,925 5,314 4,812 5,319 Total non-current assets 52,696 50,872 48,041 49,010

Inventories 4.5 58,569 57,476 53,366 53,355 Customers 4.6 16,961 16,460 18,668 18,079 Other current receivables 4.7 12,508 11,647 13,323 12,117 Current tax asset 5.6 17 506 2,297 0 Cash and cash equivalents 4.8 29,349 21,376 14,821 12,953 Total current assets 117,404 107,465 102,475 96,504

Total assets 170,100 158,336 150,515 145,514

LIABILITIES AND SHAREHOLDERS’ EQUITY

Capital 4.9 49,376 49,376 49,376 49,376 Reserves and profit attributable to owners of the parent company 11,544 10,633 2,864 -9,071 Total equity attributable to owners of the parent company 60,920 60,010 52,240 40,305

Total equity attributable to non-controlling interests 811 -392 -141 177

Shareholders’ equity 61,731 59,618 52,099 40,482

Non-current liabilities

Non-current financial debt 4.11 7,664 5,054 14,087 18,775 Non-current liabilities 4.10 / 4.13 3,452 3,419 2,195 2,441 Deferred tax liabilities 5.6 627 774 765 725 Other non-current liabilities 4.12 3,152 955 0 0 Non-current liabilities 14,895 10,202 17,047 21,942

Current liabilities Current financial debt 4.11 11,908 11,797 10,303 10,359 Customer advances and down payments received 4.14 37,485 33,431 28,974 27,416 Trade payables and other current debts 4.14 39,093 37,938 36,391 37,939 Current tax liabilities 4.14 1,409 1,300 771 560 Other current liabilities 4.14 3,577 4,051 4,930 6,816 Current liabilities 93,473 88,516 81,369 83,090

Total liabilities and shareholders’ equity 170,100 158,336 150,515 145,514

Page 191 out of 295

Income statement

FURN-INVEST Notes 2017 Fiscal Year 2016 Fiscal Year 2015 Fiscal Year Income statement in €k 12 months 12 months 12 months

Sale of goods 5.1 218,372 218,576 212,925 Franchise royalties 5.1 11,425 11,607 11,967 Other services sold 5.1 18,734 18,254 15,726

TURNOVER 248,531 248,438 240,618

OPERATIONAL EXPENSES

Cost of good sold (COGS) 5.2 -91,788 -91,026 -88,221 External expenses 5.2 -82,912 -81,688 -80,473 Staff costs 5.3 -52,476 -50,112 -46,200 Taxes and duties -3,479 -4,237 -4,198 Charges to provisions net of reversals 295 -770 710 Other current operating income and expenses 5.4 -408 -1,556 -2,041 Depreciation and amortisation -6,432 -5,573 -5,886 Share of income of equity affiliates 4.3 63 190 2

EBIT BEFORE NON-CURRENT ITEMS 11,396 13,666 14,312

Other non-current operating income and expenses 5.4 -177 -632 0

EBIT 11,219 13,034 14,312

Cost of net financial debt 5.5 -391 -562 -778 Other financial income and expenses 5.5 -636 -55 330

INCOME BEFORE TAXES 10,192 12,418 13,864

Income taxes 5.6 -3,654 -3,448 -2,776

TOTAL NET INCOME 6,538 8,970 11,088 Of which Group 6,340 8,965 10,998 Of which non-controlling interests 197 5 91

Earnings per share (€/share) 5.7 0.07 0.09 0.11 Diluted earnings per share (€/share) 5.7 0.07 0.09 0.11

Page 192 out of 295

Statement of comprehensive income

FURN-INVEST 31/12/2017 31/12/2016 31/12/2015 Consolidated statement of comprehensive income €k €k €k Income for the fiscal year 6,538 8,970 11,088 Actuarial gains and losses -86 -123 112 Effect of income taxes related to these items 29 41 -37 Items not recyclable to income -57 -82 74 Translation differences on consolidation -2,348 -201 1,716 Items that can be recycled to income -2,348 -201 1,716

TOTAL other comprehensive income (net of tax) -2,404 -282 1,791 Consolidated statement of comprehensive income 4,134 8,688 12,879

Group 3,918 8,731 12,814 Share of non-controlling interests 214 -43 65

Page 193 out of 295

Change in equity

Shareholders’ equity FURN-INVEST Number of shares Share capital Reserves and Foreign currency Fair value Group share Share of non- TOTAL CHANGE IN SHAREHOLDERS' EQUITY in €k outstanding retained earnings translation reserves controlling (1) reserves interests

As at 1 January 2015 98,752,155 49,376 -9,071 40,305 177 40,482 2015 net income 10,998 10,998 91 11,088 Other components of comprehensive income 37 1,779 1,816 -25 1,791 Comprehensive income 11,035 1,779 12,814 65 12,879 Minority interests in dividends distributed -580 -580 -186 -766 Transactions between shareholders -299 -299 -198 -496 Total transactions with owners -878 -878 -384 -1,262

As at 31 December 2015 98,752,155 49,376 1,085 1,779 52,240 -141 52,099 2016 net income 8,965 8,965 5 8,970 Other components of comprehensive income -79 -155 -234 -48 -282 Comprehensive income 8,886 -155 8,731 -43 8,688 Minority interests in dividends distributed -1,091 -1,091 -203 -1,294 Transactions between shareholders 130 130 -4 126 Total transactions with owners -961 0 -961 -207 -1,168

As at 31 December 2016 98,752,155 49,376 9,010 1,624 0 60,010 -392 59,618 2017 net income 6,340 6,340 197 6,538 Other components of comprehensive income -60 -2,362 -2,422 17 -2,405 Comprehensive income 6,280 -2,362 3,918 214 4,133 Minority interests in dividends distributed -1,980 -1,980 3 -1,977 Transactions between shareholders -1,028 -1,028 986 -42 Total transactions with owners -3,008 -3,008 989 -2,019

As at 31 December 2017 98,752,155 49,376 12,282 -738 0 60,920 811 61,731

(1) The line item “Other comprehensive income” in the column “Reserves and Result” only includes actuarial differences in the provision for retirement commitments

Page 194 out of 295

Consolidated cash flow statement

FURN-INVEST Notes 2017 Fiscal Year 2016 Fiscal Year 2015 Fiscal Year Consolidated cash flow statement €k €k €k

Taxes paid -4,292 -3,399 -2,105

Cash flow from operations 18,692 24,469 13,540

Cash flow from investing activities -10,985 -8,215 -5,507

Cash flow from/(used by) financing activities 1,350 -7,617 -6,243

Impact of changes in exchange rates -764 -297 668

Increase/(decrease) in cash and cash equivalents 8,293 8,340 2,458

Opening cash and cash equivalents (including bank overdrafts) 19,946 11,606 9,149 Closing cash and cash equivalents (including bank overdrafts) 28,739 19,946 11,606

Increase/(decrease) in cash and cash equivalents 8,794 8,339 2,457

31/12/2017 31/12/2016 31/12/2015 Cash and cash equivalents 4.7 29,349 21,376 14,821 Current bank overdrafts 4.10 -610 -1,430 -3,214 Closing cash and cash equivalents (including bank overdrafts) 28,739 19,946 11,606

Page 195 out of 295

Notes to the consolidated financial statements (Unless otherwise indicated, the amounts mentioned in this note are in thousands of euros)

Table of Contents

1. PRESENTATON OF THE BUSINESS AND IMPORTANT EVENTS ...... 198 1.1 Information relating to the Company and its business ...... 198 1.2 Key events of the fiscal year ended 31 December 2017...... 198 1.3 Key events of the fiscal year ended 31 December 2016...... 199 1.4 Key events of the fiscal year ended 31 December 2015...... 199 1.5 Post-close events ...... 199 2. ACCOUNTING METHODS, RULES, AND PRINCIPLES ...... 201 2.1 Principle for preparing the Group's first IFRS consolidated financial statements ...... 201 2.2 Operations on scope ...... 207 2.3 Use of judgments and estimates ...... 207 2.4 Transactions and financial statements denominated in foreign currency ...... 208 3. OPERATING SEGMENTS ...... 210 3.1 Financial reporting by operating segment ...... 211 3.2 Information by key customer ...... 212 4. BREAKDOWN OF FINANCIAL POSITION ...... 213 4.1 Goodwill and Other intangible assets ...... 213 4.2 Tangible assets ...... 221 4.3 Equity interests of companies accounted for using the equity method ...... 223 4.4 Financial Assets ...... 225 4.5 Inventories ...... 227 4.6 Trade receivables ...... 229 4.7 Other non-current assets and other current receivables ...... 230 4.8 Cash and cash equivalents ...... 230 4.9 Equity 232 4.10 Provisions ...... 233 4.11 Current and non-current financial debts ...... 235 4.12 Other non-current financial liabilities ...... 240 4.13 Corporate commitments ...... 242 4.14 Other current liabilities ...... 244 4.15 Fair value of financial instruments ...... 245 5. INFORMATION ON THE INCOME STATEMENT ...... 248 5.1. Revenue ...... 248 5.2 Gross margin and Other external costs ...... 250 5.2.2 External costs ...... 250 5.3 Employee costs ...... 251 5.4 Current operating income/Other operating income and expenses ...... 252 5.5 Financial result ...... 253 5.6 Income taxes ...... 254

Page 196 out of 295

5.7 Earnings per share ...... 257 6. OFF-BALANCE SHEET COMMITMENTS ...... 258 6.1 Commercial leases ...... 258 6.2 Other financial commitments ...... 258 7. OTHER INFORMATION ...... 259 7.1 Related parties ...... 259 7.2 Management and assessment of financial risks ...... 260 7.4 Scope of consolidation of the Group ...... 263 7.5 Reconciliation between the IFRS financial statements and the consolidated financial statements in accordance with French standards ...... 266

Page 197 out of 295

1. PRESENTATON OF THE BUSINESS AND IMPORTANT EVENTS

1.1 Information relating to the Company and its business

Furn-Invest is the parent company of Groupe Roche Bobois. As at 31 December 2017, Furn-Invest was a French société par actions simplifiée registered in the Paris Trade and Corporate Register under number 493 229 280 whose registered office is located at 18 rue de Lyon, Paris 12.

The legal form of Furn-Invest shall be modified to a French société anonyme with a management board and supervisory board at a General Shareholders' Meeting prior to it being listed on the stock exchange. The Company shall simultaneously be renamed ROCHE BOBOIS SA.

The Company is subject to all texts governing commercial companies in France, and in particular to the provisions of the French Commercial Code.

The consolidated financial statements as at 31 December 2017, 2016, and 2015 reflect the accounting position of the Group and its subsidiaries.

The consolidated financial statements in accordance with IFRS for the fiscal years ended 31 December 2017, 2016, and 2015 were approved on 26 April 2018. These financial statements shall only become final once they are approved by the General Shareholders’ Meeting.

The Group, comprised of its subsidiaries under the Roche Bobois and Cuir Center brands, is a leader of high-end furnishings in France. It also has a significant presence in the United States, Spain, Italy, and the United Kingdom.

1.2 Key events of the fiscal year ended 31 December 2017

2017 was a record year for number of openings for the Roche Bobois brand, with 17 new stores and three transfers. Therefore, development in the United States has continued with two openings of owned stores (Miami Design District and New York, Upper West Side). The brand also opened its first “Gallery” in Monaco, along with two new stores in France (Nice Cap 3000 and St Maximin).

Twelve new franchise stores were opened during the year (in particular in China, Japan, South Korea, Vietnam, and South Africa).

On 31 May 2017, Roche Bobois Groupe SA signed a loan agreement for a total of €15M with the LCL bank. It was for a €6M loan, which allowed for the early repayment of a certain number of lines of credit that had previously been taken out with other banking institutions under less favourable terms, along with an investment credit of €9M (see Note 4.11.1).

Page 198 out of 295

1.3 Key events of the fiscal year ended 31 December 2016

The Group invested in €1.1M for the Roche Bobois brand, and €0.3M for Cuir Center to fit out a showroom with a total surface area of 2,600 m², located in St Denis, so that it can present its new collections twice a year to all of its franchises and subsidiaries. The Group also opened a new Roche Bobois store in Paramus (United States) and established one of its owned stores in Domus (France) under the Cuir Center brand. 2016 was also marked by several important transfers, in particular for the Roche Bobois and Cuir Center stores in Toulon, along with the Roche Bobois stores in Le Havre, France and Liège, Belgium.

Lastly, in July 2016 the Group established a free share plan for three of its managers (see Note 4.12).

1.4 Key events of the fiscal year ended 31 December 2015

Roche Bobois has continued to develop in North America, opening three of its owned stores (Pasadena, Miami 2 Aventura, and Montreal DIX 30).

The last two stores under the Natuzzi brand (Antibes and Paris avenue du Maine) have been closed. The store on avenue du Maine was also converted to a Roche Bobois store.

As a franchise, the brand has continued to develop, notably in China (Hong Kong, Chengdu, Chongquing), and in India and South Africa.

1.5 Post-close events

Plan for an initial public offering on the Euronext market in Paris

The initial public offering will allow Roche Bobois to increase its visibility and reputation both in France and internationally, which are key criteria for success in the high-end/luxury furnishing sector on which the company is positioned.

This operation, which is merely secondary, will allow TXR, a financial investor of Roche Bobois since 2013, to partially monetise its interest, all while offering an opportunity for the Chouchan family to gain liquidity. Following the operation, the founding Roche and Chouchan families, which currently hold nearly 62% of the capital, shall together remain majority stakeholders of the company's capital, a position they hope to maintain long-term.

Since the initial public offering on Euronext requires that the consolidated financial statements be presented in accordance with IFRS, Furn-Invest launched a transition process in January 2018 for the 2017, 2016, and 2015 fiscal years. All of the work needed to establish the initial public offering began in 2018, a period for which the related costs shall be recorded.

Page 199 out of 295

Page 200 out of 295

2. ACCOUNTING METHODS, RULES, AND PRINCIPLES

2.1 Principle for preparing the Group's first IFRS consolidated financial statements

As part of its initial public offering, the Group prepared its consolidated financial statements according to the International Financial Reporting Standards ("IFRS”), as adopted by the European Union. The financial statements were prepared for the purposes of the Document de Base presented to the Autorité des Marchés Financiers (AMF), in accordance with its requirements for presenting financial statements over three periods. The Group thus applied the provisions of IFRS 1 regarding the first-time application of IFRS, using a transition date of 1 January 2015.

The information provided on the transition, and the accounting reconciliations with the consolidated financial statements that were previously prepared according to French accounting principles, are reviewed in Note 7.5 “Reconciliation between the IFRS financial statements and the consolidated financial statements in accordance with French standards.”

2.1.1 Declaration of conformity

In application of European Regulation No. 1606/2002 dated 19 July 2002, amended by Regulation No. 297/2008 of 11 March 2008, the Group’s consolidated financial statements were prepared in conformity with the standards and interpretations published by the International Accounting Standards Board (IASB), adopted by the European Union, and mandatory at year-end closing.

These guidelines, which are available on the website of the European Commission (https://ec.europa.eu/commission/index_fr), integrate the international accounting standards (IAS and IFRS), along with the interpretations of the IFRS and the International Financial Reporting Interpretations Committee (IFRIC).

The Group's financial statements are presented for fiscal years 2016 and 2015 as a comparison, prepared according to the same guidelines. In the absence of IFRS standards or interpretations, and in conformity with IAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors,” the Group refers to other IFRS standards that address similar issues, or that are related to the conceptual framework. The general principles, accounting methods and options used by the Group are described afterwards.

2.1.2 Principles for preparing financial statements

The consolidated financial statements include the financial statements of Furn-Invest and its subsidiaries, which are included within the scope of consolidation. The financial statements of the subsidiaries are prepared during the same reference period as those of the parent company, from 1 January to 31 December, based on the same accounting methods.

The Group’s consolidated financial statements were prepared according to the principle of historic cost, with the exception of assets and liabilities in conformity with the provisions enacted by the IFRS:

Page 201 out of 295

employee benefits evaluated according to the projected unit credit method, financial loans and debts evaluated according to the amortised cost method, and derivative financial instruments evaluated at fair value.

Financial data is presented in thousands of euros. Generally, the values presented in the consolidated financial statements, and in the notes to the consolidated financial statements are rounded to the closest unit. Consequently, the rounded amounts could present insignificant differences in relation to the total reported.

2.1.3 Accounting methods applied

The accounting rules and methods noted below have been applied on an ongoing basis for all of the periods presented in the financial statements, after taking into account, or making an exception to, the new standards and interpretations described below.

In conformity with the provisions of IFRS 1, the Group has applied all of the standards in effect as at 31 December 2017, along with all of the periods presented in the financial statements.

In particular, the Group has applied, as from the transition date, i.e. 1 January 2015, the following new standards, amended standards, and interpretations applicable in the European Union as from 1 January 2017, or subsequently:

• Amendments to IAS 1 - Presentation of financial statements - Disclosure initiative • Amendments to IAS 19 - Employee benefits • Annual improvements (2010-2012) of IFRS (IFRS 2, IFRS 3, IFRS 8, IFRS 13, IFRS 16, and IAS 24) • Annual improvements (2012-2014) of IFRS (IFRS 5, IFRS 7, IAS 19, and IAS 34) • Annual improvements (2014-2016) of IFRS (IFRS 1, IFRS 12, and IAS 28) • Amendments to IAS 16 - Tangible assets and to IAS 38 - Intangible assets • IFRS 15 - Revenue from contracts with customers The Group has adopted IFRS 15 in advance for all of the periods presented. To that end, the financial statements have been prepared using the total retrospective method. Consequently, the 2017, 2016, and 2015 data, including the opening balance sheet, have been prepared in conformity with IFRS 15 (see Note 5.1).

Main standards, amendments, and interpretations adopted by the European Union, but which are not yet mandatory for the fiscal years beginning 1 January 2017

• IIFRS 9 - Financial instruments • IFRS 16 - Leases The Group is evaluating the potential impact of applying the aforementioned rules on its consolidated financial statements. Given the schedule of the operation and transition to IFRS undertaken by the Group in January 2018, the impacts of these new standards are still being evaluated.

IFRS 9 - “Financial instruments” lFRS 9, a new standard which applies to financial instruments as from 1 January 2018:

Page 202 out of 295

• offers new provisions for classifying and measuring financial assets, • updates the methods on impairment of financial assets, requiring a model which is now based on expected losses, • reviews hedge accounting. An impact analysis is pending. Nevertheless, the Group is not anticipating there to be any significant impact.

IFRS 16 - “Leases”

IFRS 16, which applies to fiscal years beginning on or after 1 January 2019, and which replaced IAS 17, along with the associated IFRIC and SIC interpretations, modifies the method lessees use to record leases. IFRS 16 eliminates the distinction that was made between operating leases, currently presented as an off-balance sheet commitment, and finance leases.

Application of IFRS 16 will lead to integrating almost all of the leases on the balance sheet through the recording of an asset that represents the right to use the underlying asset and a debt representing the rent payable over the expected term of the lease.

The application of this standard will also lead to a change in presentation of the rent fees that are currently presented in the income statement (recording of allocations to amortisation of usage rights under current operating income and interest expense under financial result).

The impacts expected in 2019 for the Group's consolidated financial statements are significant, given the amount of commercial lease commitments (see Note 6.1). As concerns the consolidated income statement, implementation of this new standard will result in an increase in current EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortisation), current operating income, and interest expense. (see Note 3 for more details)

Due to the specific features of certain leases (in particular in terms of renewal methods), the terms used to evaluate contracts under IFRS 16 could, in some cases, be different from those used to evaluate off-balance sheet commitments, where only the defined term of the commitment was taken into consideration. The commitments mentioned in Note 6.4 might also not be completely representative of the liabilities to be recorded under the application of IFRS 16.

Evaluation of the potential impacts on the Group's financial statements is still pending. The Group does not plan to apply this standard early.

2.1.4 Consolidation methods

Controlled entities

Furn-Invest fully consolidates the entities it controls.

The Group applies IFRS 10 - “Consolidated Financial Statements,” IFRS 11 - “Partnerships,” and IFRS 12 - “Disclosure of Interests in Other Entities.”

Page 203 out of 295

IFRS 10, which addresses the recording of consolidated financial statements, presents a unique model of consolidation which identifies control as the required criteria for an entity to be consolidated.

Definition of control Control exists: . the Group holds power over an entity, and . it is exposed or is entitled to variable returns due to its links to the entity, and . it has the ability to exercise its power over the entity in such a way that it influences the amount of returns it obtains.

Full consolidation method Subsidiaries are fully consolidated as from the date when the Group obtains control of them, and are deconsolidated starting from the date that they stop being controlled by the Group. Equity interests that do not provide control represent the share of interest that is not directly or indirectly attributable to the Group.

The subsidiaries are the entities over which the Group exercises control. The consolidated companies close their accounts on 31 December of each year, and apply the accounting methods and rules determined by the Group. All of the subsidiaries held by the Group are included within the scope of consolidation (see Note 7.4 on all of the entities within the scope).

The Group did not consolidate the following companies over the periods presented: - As at 31 December 2015: RB Pasadena (formed in late 2015 and fully consolidated starting from 2016). The shares have a value close to zero. - As at 31 December 2017: IMM (formed late 2017 and consolidated starting in 2018). The shares have a value of €20k.

The results and each of the components of the other items in comprehensive income are distributed between the Group and the non-controlling equity interests. The overall income of the subsidiaries is distributed between the Group and non-controlling equity interests, even when this distribution leads to allocating a loss to non-controlling equity interests.

Intragroup balances and operations are eliminated.

Modification of interest percentages within the consolidated subsidiaries Modification of interest percentages in subsidiaries that do not lead to a change in control method are considered transactions involving equity, which relate to transactions made with shareholders acting in this capacity.

The effects of these transactions are recorded under equity for the net tax amount and thus do not have any impact on the Group's consolidated income statement.

Page 204 out of 295

These transactions are moreover presented in the cash flow statement as net flows linked to financing operations.

Equity interests of affiliates and joint ventures

Definition An affiliate is an entity in which the Group exercises a significant influence. A significant influence is considered to be the ability to participate in decisions relating to the entity's financial and operational policies, without, however, controlling or jointly controlling these policies.

A joint venture is a partnership in which the parties (“co-entrepreneurs”) who exercise joint control over the entity have rights to its net assets.

Joint control is considered to be a contractually agreed upon sharing of the control that is exercised over an entity, which does not exist in cases where the decisions concerning pertinent business require the unanimous consent of the parties sharing control.

Equity method

The results, assets, and liabilities of equity interests in affiliates or joint ventures are recorded in the Group’s consolidated financial statements, according to the equity method.

The equity method provides that an equity interest in an affiliate or joint venture be initially recorded at acquisition cost, and then subsequently adjusted by the Group in income and other line items of the affiliate or joint venture’s comprehensive income.

An equity interest is recorded according to the equity method as from the date when the entity becomes an affiliate or joint venture. When an affiliate or joint venture is acquired, the difference between the investment cost and the Group share in the net fair value of the identifiable assets and liabilities is recorded in goodwill. This goodwill is integrated under the line item “equity interests in joint ventures” or “equity interests in affiliates.” In the event that the net fair value of the identifiable assets and liabilities of the entity is greater than the investment cost, the difference is recorded under income.

Presentation of the share of net income in businesses accounted for by the equity method in the consolidated income statement In application of Recommendation No. 2013-01 issued by the Autorité des Normes Comptables [national accounting standards body (ANC)] on 4 April 2013, the shares of net income of entities accounted for using the equity method are consolidated in the line item “Operating income after share of net income in entities accounted for using the equity method,” to the extent that their business is an extension of the Group's business.

When a Group entity makes a transaction with a joint venture or affiliate of the Group, the profits and losses resulting from this transaction with the joint venture or affiliate are recorded in the Group's

Page 205 out of 295

consolidated financial statements, in the amount of the sole interests held by third parties in the affiliate or joint venture.

Impairment tests The provisions of IAS 39 - “Financial Instruments: Recognition and Measurement” apply when determining if it is necessary to perform an impairment test for its equity interest in an affiliate or joint venture. If necessary, the total book value of the equity interest (including goodwill) undergoes an impairment test according to the provisions prescribed by IAS 36 - “Asset Impairment.”

Loss of significant influence or joint control When the equity interest is no longer considered an affiliate or joint venture, the equity method is no longer applied. If the Group maintains a residual interest in the entity and this interest constitutes a financial asset, this financial asset is evaluated at fair value on the date that the equity interest ceases to be an affiliate or joint venture.

In cases where an equity interest in an affiliate becomes an equity interest in a joint venture or vice versa, the equity method continues to be applied and these changes in interests no longer lead to a remeasurement at fair value.

Page 206 out of 295

2.2 Operations on scope

Business combination and goodwill Business combinations are recorded under the acquisition method as defined in IFRS 3. In application of this method, the identifiable assets acquired and liabilities assumed by the acquired business are recorded at their fair value on the acquisition date.

The goodwill resulting from a business combination is measured as the surplus of the total amount of the consideration transferred, the amount of any equity interest that does not provide control, and where necessary, the fair value of the equity interest previously held in relation to the net balance of the amounts, at the acquisition date, of the identifiable assets acquired and the liabilities assumed. This goodwill is measured in the functional currency of the acquired entity and recorded under assets in the statement of financial position.

It is possible for the Group to opt, with each transaction, at the acquisition date, to measure non- controlling equity interests either at fair value (full goodwill method) or as the share of fair value of the identifiable net asset of the acquired business (partial goodwill method).

In application of IFRS, goodwill cannot be amortised but is subject to an annual impairment test, and as soon as there are signs that might call into question the value recorded in the assets of the statement of consolidated financial position (see Note 4.1.3).

When business combination occurs under advantageous conditions, negative goodwill (“badwill”) is identified. The corresponding profit is recorded in income at the acquisition date.

The costs related to an acquisition operation are recorded under results for periods during which costs are incurred and services received. In conformity with the provisions of IFRS 3, the Group has an evaluation period to finalise the recording of business combinations. This period finishes when the last information needed is obtained and, at the latest, one year after the acquisition date.

To record acquisitions of joint ventures, the Group applies the acquisition method as defined by IFRS 3 “Business combinations.”

2.3 Use of judgments and estimates

In order to prepare financial statements in accordance with IFRS, the Group’s Management has made estimates, judgments, and assumptions; they were able to allocate the amounts presented under assets and liabilities, any liabilities at the date of preparing the financial statements, and the amounts presented under income and expenses for the fiscal year. Actual future results could differ considerably from these estimates.

These estimates are based on the assumption that the business will continue to operate as a going concern, and are established according to the information that was available when they were

Page 207 out of 295

prepared. They are continuously measured based on past experience, as well as on various other factors that are deemed reasonable, which constitute the basis for measuring the book value of the assets and liabilities. The estimates may be reviewed if the circumstances on which they were based change, or following new information. Actual results could differ considerably from these estimates, as a function of different conditions or assumptions. The underlying estimates and assumptions are continuously reexamined. The impact of changes in accounting estimates is recorded during the period of the change. Judgments, estimates, and assumptions that are prepared based on information available at the date the financial statements are approved particularly concern:

• The determination of the recoverable value of goodwill. Note 4.1.3 presents the assumptions of future flows and the discount rates used in the context of measuring the recoverable values of these assets. Sensitivity calculations were also conducted and have been included in this same note. • The amounts of deferred tax assets and liabilities, as well as the tax expense recorded (see Note 5.6): these balances reflect the tax position of the Group, based on its best estimate of future taxable profits and pending changes in tax audits. • Pending disputes and legal proceedings (see Note 4.10). The Group considers, in application of the criteria under IAS 37 “Provisions, Contingent Liabilities and Contingent Assets,” that these disputes or proceedings should not be subject to a provision when an unfavourable outcome is considered to be more uncertain than probable, or when their financial consequences are not currently quantifiable. • Measurement of free share plans based on a contractual value (see Note 4.12).

The assumptions underlying the main estimates and determinations are described in the notes to these financial statements.

2.4 Transactions and financial statements denominated in foreign currency

2.4.1 Conversion of the financial statements

The elements included in the financial statements of each of the Group’s entities are measured by using the currency of the main economic environment in which the entity conducts its business (“functional currency”). The Group's financial statements are prepared in euros, the currency in which the Group's consolidated financial statements are presented, and the functional currency of Furn-Invest.

The financial statements of the entities that have been prepared in a functional currency other than the euro are converted to euros: - at the exchange rate in effect at the end of the period for assets and liabilities; - at the exchange rate in effect at the transaction date for income and expenses, or at the average exchange rate during the period if this exchange rate is close to the exchange rates in effect at the transaction date.

Page 208 out of 295

The conversion rate adjustments resulting from the application of this method are recorded under “Other comprehensive income.” The rates used to convert foreign currencies are presented below:

31/12/2017 31/12/2016 31/12/2015 €1 is Average Average Average equivalent Closing rate Closing rate Closing rate rate rate rate to US Dollar USD 1.130 1.198 1.107 1.053 1.110 1.091 Canadian Dollar CAD 1.465 1.503 1.467 1.415 1.419 1.513 Swiss Franc CHF 1.112 1.169 1.090 1.072 1.069 1.083 Pound Sterling GBP 0.877 0.888 0.819 0.853 0.727 0.737

Source: www.oanda.com 2.4.2 Conversion of transactions in foreign currencies

Transactions made by consolidated companies that are denominated in a currency other than their functional currency are converted at the exchange rate in effect at the date of the various transactions. Trade receivables, supplier payables, and debts denominated in a currency other than the functional currency of the entities are converted at the exchange rate in effect at the closing date. Unrealised capital gains and losses resulting from this conversion are recorded under net financial income. Exchange rate gains and losses resulting from the conversion of intragroup operations, or receivables and payables denominated in a currency other than the functional currency of the entities are recorded under income.

Page 209 out of 295

3. OPERATING SEGMENTS

Under IFRS 8 - “Operating Segments,” an operating segment is a component of an entity which conducts business from which it could acquire revenue or incur expenses:

• For which operating income is regularly examined by the main operational decision-maker of the entity, to make decisions in terms of the resources to be allocated to the segment, and to measure its performance; • for which separate financial information is available.

• The acronym EBITDA stands for “earnings before interest, taxes, depreciation, and amortisation.” It refers to the Group’s pre-tax profit before interest, allocations to amortisation and depreciation of fixed assets (but after impairment of inventories and trade receivables,) store opening costs, and share payment charges. It highlights the profit generated by the business, independently of the conditions of its financing, tax restrictions, and renewal of operating equipment. Non- recurring expenses (unusual, abnormal or infrequent items) are excluded.

Roche Bobois and Cuir Center stores make the bulk of their sales through the supply-to-order model, meaning with products made to order, which are customised and manufactured on demand. Revenue is recorded at the time of delivery to the end customer.

Definition of opening costs:

When opening a new store, there is consequently a delay of several weeks when the store incurs sales expenses (notably rent, advertising, staff costs, including the commissions of salespersons based on the orders placed) but has not yet begun to generate revenue. Opening expenses reflect these costs. They are only calculated for new owned store openings within the fiscal year.

The Group operates in six business segments: o Roche Bobois France o Roche Bobois USA/Canada o Roche Bobois UK o Roche Bobois Other Europe o Roche Bobois Others (overseas export) o Cuir Center In addition to these six segments, there is an additional segment known as “Corporate.”

These various segments are managed and directed by distinct teams under the control of Furn-Invest. • The revenue from owned stores is made up of Roche Bobois France, USA/Canada, and the UK segments, along with the contribution from franchised stores, as necessary, in which the Roche Bobois brand has a presence in the aforementioned geographical regions. • The Roche Bobois Other Europe segment consists of European countries (excluding France and the United Kingdom, which are analysed separately) where the Roche Bobois brand is present in owned stores, meaning Switzerland, Spain, Portugal, Italy, Germany, and the Benelux region. It also includes, as necessary, the contribution from franchised stores for a given country. • The Roche Bobois Other segment (overseas export) comprises countries where the Group only has franchised stores (supplier contributions and fees).

Page 210 out of 295

• The Cuir Center brand, which does 95% of its business in France, is not monitored by geographic region, unlike the Roche Bobois brand, which has been largely internationalised. • The Corporate segment includes the revenue billed to suppliers for management representation costs, as well as central administrative costs (Finance, HR, Marketing, etc.) primarily generated by the Roche Bobois Groupe subsidiary.

The main operating body consists of the governing bodies of Furn-Invest and its subsidiary Roche Bobois Groupe SA, which regularly examine the business and performance of each of these six business operating segments.

3.1 Financial reporting by operating segment

The charts below, which are used by management, present the financial data by operating segment as at 31 December 2017, 2016, and 2015. The Group’s consolidated revenue primarily consists of: - Sales by owned Roche Bobois and Cuir Center stores (made to end customers, individuals, and in some cases legal entities). - Franchise fees and commissions paid by manufacturers.

TURNOVER by sector 31/12/2017 31/12/2016 31/12/2015 (amounts in €k)

Roche Bobois France 80,359 32% 81,766 33% 80,205 33% Roche Bobois USA/Canada 65,775 26% 62,324 25% 51,526 21% Roche Bobois UK 18,844 8% 20,397 8% 23,379 10% Roche Bobois Other Europe 42,180 17% 42,919 17% 41,421 17% Roche Bobois Others (overseas) 4,773 2% 4,721 2% 4,487 2% Cuir Center 33,659 14% 33,344 13% 36,641 15% Corporate 2,941 1% 2,967 1% 2,959 1% Total turnover 248,531 100% 248,438 100% 240,618 100%

The reconciliation between current operating income and current EBITDA is detailed as follows:

Page 211 out of 295

Current EBITDA reconciliation 31/12/2017 31/12/2016 31/12/2015 (amount in €k)

EBIT before non-current items 11,396 13,666 14,312 Store opening costs 974 618 837 Share-based payments 2,198 956 0 Depreciation, amortisation and impairment of assets 6,432 5,573 5,886

Current EBITDA 21,000 20,813 21,034 Of which Roche Bobois 22,363 23,216 22,342 Of which Cuir Center 3,369 2,349 2,946 Of which Corporate -4,732 -4,753 -4,254

Current EBITDA by geographic region and brand is as follows:

Geographic current EBITDA per brand 31/12/2017 31/12/2016 31/12/2015 (amount in €k)

The Group has established a series of agreements at the holding company level which relate to the organisation of intragroup financial flows, according to the following structure:

There are only two kinds of financial flows between Furn-Invest and its subsidiaries: - Payment by French subsidiaries of tax since Furn-Invest is the head of the tax consolidation group. - Payment of dividends.

There are no service agreements between Furn-Invest and its subsidiaries. This type of agreement nevertheless exists between Roche Bobois Groupe SA and its sub-subsidiaries.

3.2 Information by key customer

The weight of key customers is described in Note 7.2 - “Management and evaluation of financial risks.” No end customer, franchisee, or manufacturer (payor of commissions) represented more than 5% of the Group's sales over the periods presented.

Page 212 out of 295

4. BREAKDOWN OF FINANCIAL POSITION

4.1 Goodwill and Other intangible assets

4.1.1 Goodwill

Determination of goodwill:

Goodwill is measured as the surplus of the total: i. of the consideration transferred; ii. of the amount of any equity interest that does not provide control in the acquired business; and iii. in a business combination that takes place in stages, the fair value of the equity interest that was previously held by the buyer in the acquired business;

In relation to the net accounting balance of the amounts of identifiable assets acquired and liabilities assumed.

The amount of goodwill recognised when control is acquired cannot be adjusted after the end of the evaluation period. The goodwill relating to equity interests in affiliates and joint ventures are recorded respectively under the heading "Equity interests in affiliates.”

Evaluation of goodwill

Goodwill is not amortised but is subject to impairment testing one a year, or more frequently if there are identified signs of loss in value. Such goodwill is tested at the Cash-Generating Unit (CGU) level. It is comprised of standard units which jointly generate cash flows that are largely independent of the cash flows generated by other CGUs.

The procedures for conducting these impairment tests are presented under Note 4.1.3 “Impairment test.”

The Group has not acquired companies during the periods presented. To that end, the standard on business combination - “IFRS 3” has not been applied.

The amount of goodwill was €4,730k as at 31 December 2017, and does not present any change for the periods presented. This goodwill corresponds to the value, net of impairment, from companies acquired in the past according to the former accounting guidelines at the date of transition to IFRS. This goodwill is distributed as follows:

Goodwill by sector 31/12/2017 31/12/2016 31/12/2015 (Amount in €k)

Roche Bobois France 3,206 3,206 3,206 Roche Bobois USA/Canada 390 390 390 Roche Bobois Other Europe 530 530 530 Cuir Center 603 603 603 Total 4,730 4,730 4,730

Page 213 out of 295

For the other sectors, its value is null. No impairment was recorded for the periods presented (see Note 4.1.3).

Page 214 out of 295

4.1.2 Other intangible assets

Right to lease In France, the holder of a right to lease is entitled to renew their lease almost indefinitely. If the lessor wants to terminate a commercial lease in France, the lessee is entitled to receive an eviction indemnity that is equal to the value of the right to lease at the date of cancellation. Consequently, rights to lease have an indefinite term, because there is no foreseeable end to the period during which the right to lease is supposed to generate incoming net cash flow. Therefore, the primary rights to lease (paid to the former lessee) are not amortised, but are instead tested for impairment each year and each time that events and circumstances indicate that their recoverable amounts could be less than their book value.

In some cases, another legal term is used for rights to lease. They are called “forehand rent” when the amount is paid by the lessee to the lessor. In this case they are classified as “Prepaid expenses” under the heading “Other receivables” in the consolidated financial statements, and are recorded on a straight-line basis as rent over the estimated term of the lease, i.e. over nine years. The recording of rights to lease and forehand rent shall be reexamined within the context of applying IFRS 16 to leases.

Other intangible assets Other intangible assets primarily concern software. The entry cost for software licences consists of the acquisition and installation cost. These costs are amortised over the estimated term of use of the software. Intangible assets are presented below: Type of asset Period (in years)

Right to lease Indefinite Term Software One year Other intangible assets three years The chart below illustrates the activity over the past three fiscal years:

Page 215 out of 295

Software and other Right to lease Total intangible assets OTHER INTANGIBLE ASSETS (Amounts in €k)

Statement of financial position as at 1 January 2015 2,289 450 2,739 Acquisition 55 43 98 Disposal and reclassification 0 458 458 Change in scope -206 1 -205 Translation gains or losses 0 1 1 Amortisation 0 -259 -259 Impairment -20 0 -20 Statement of financial position as at 31 December 2015 2,118 695 2,813 Acquisition 308 116 424 Disposal and reclassification -179 15 -165 Change in scope -22 0 -22 Translation gains or losses 0 0 0 Amortisation 0 -318 -318 Impairment 0 0 0 Statement of financial position as at 31 December 2016 2,224 508 2,732 Acquisition 540 316 857 Disposal and reclassification -30 17 -14 Change in scope 0 0 0 Translation gains or losses 0 0 0 Amortisation 0 -385 -385 Impairment -41 0 -41 Statement of financial position as at 31 December 2017 2,693 456 3,149

Page 216 out of 295

4.1.3. Impairment tests

In application of IAS 36 - “Impairment of Assets,” an entity must conduct an impairment test on its tangible and intangible assets, when it identifies a loss in value. Furthermore, an entity must also, even if there is no sign of a loss in value:

- Annually test an intangible asset with an indefinite useful life or that is in production, and;

- Conduct an annual impairment test on goodwill acquired at the time of business combination.

Therefore, changes in the economic or general financial situation, the deterioration of local economic environments, and well as a change in performance are in particular signs of external impairment that the Group analyses to determine if it is appropriate to conduct impairment tests with greater frequency.

In the event that the recoverable value determined is less than the net book value of the asset or group of assets, an impairment is recorded.

Write-downs of a fixed asset are reversible, except for those relating to goodwill.

Goodwill After the initial accounting, goodwill is evaluated at its cost, less the total write-downs recorded. For the purposes of impairment testing, goodwill is allocated to each of the Cash-Generating Units (CGUs) or group of Cash-Generating Units that benefit from the effects of combination. Goodwill is not amortised but is instead subject to impairment tests at each close, or when there is a sign of loss in value. Any writedown [of goodwill] that is recorded is irreversible.

In order to determine the CGUs, the Group has used a segmentation that is based on the operating structure of the business lines, the management and reporting system, and the segment-specific reporting, and has determined six goodwill CGUs, which are described below.

Determination of recoverable value

. The need to record or not record impairment is determined by comparing the book value of the CGU and the recoverable value.

. Recoverable value is defined as the highest value between the net fair value of the costs to sell and the value-in-use.

Page 217 out of 295

. The fair value less costs to sell is determined based on the available information that would allow for the best estimate of the net sale value of the necessary costs to complete the sale, under normal competitive conditions between well-informed and consenting parties.

. The need to record or not record impairment is determined by comparing the book value of the CGU and the recoverable value.

. Recoverable value is defined as the highest value between the net fair value of the costs to sell and the value-in-use.

. The value-in-use is determined according to:

• the flows pertaining to a specific four-year outlook period, with the first year of this period relying on the budget and the following periods corresponding to the business plan presented to the Furn- Invest shareholders; • a normative cash flow representing flows subsequent to this four-year period, to which a perpetual growth rate is applied which reflects the actual anticipated growth rate of the long-term economy. .

Cash flow forecasts for the specific period take into account the provisional growth rate of the CGU. The cash flows are updated using a discount rate determined by CGU which is equal to:

• the risk-free interest rate; • plus the market risk premium allocated from a sensitivity coefficient (β) specific to the CGU. If the book value of the CGU (comprised of intangible assets (including Goodwill), tangible assets, and Working Capital Requirements (WCR)) exceeds its recoverable value, the CGU’s assets are written down to be brought back in line with their recoverable value.

The impairment is allocated as a priority to goodwill and recorded in the income statement under the heading “Other non-current income and operating expenses.”

The recording of a loss in value allocated to goodwill is final.

Determination of the value-in-use is sensitive to the discount rate, the future cash flow estimates, as well as to the long-term growth rate used.

4.1.3.1. Cash-Generating Units

The Cash-Generating Units are as follows: - Roche Bobois France - Roche Bobois USA/Canada

Page 218 out of 295

- Roche Bobois UK - Roche Bobois Other Europe - Roche Bobois Others (overseas export) - Cuir Center

For the three fiscal years, the recoverable amount of a CGU takes the following assumptions into account:

• cash flows beyond the budgeted period of four years are determined with an assumption of perpetual growth rate. This rate reflects a long-term growth rate which is expected for the various geographic regions

• the discount rates to be applied to each CGU are determined as a function of the weighted average cost of the Group’s capital, and then adjusted to take into account the tax rates and specific conditions for each geographic region. The Group has decided that the weighted average cost of capital would be determined with a fixed market premium of 7.5% (compared to 7.5% in 2016 and 7% in 2015), so as to reflect the long-term assumptions used for the goodwill impairment test.

The discount rates applied by CGU, where the assets to be tested are material, are presented below:

CGU Discount rate Discount rate after Discount rate after 2017 Tax 2016 Tax after 2015 Tax Roche Bobois France 8.2% 7.7% 7.5% Roche Bobois USA/Canada 8.2% 7.7% 7.5% Roche Bobois UK 8.8% 8.3% 8.1% Roche Bobois Other Europe 8.7% 8.2% 8.0% Cuir Center 9.1% 8.7% 8.5%

Perpetual growth rates per CGU are presented below:

CGU 2017 Perpetual 2016 Perpetual 2015 Perpetual growth rate growth rate growth rate Roche Bobois France 1.5% 1.5% 1.5% Roche Bobois USA/Canada 2.2% 2.2% 2.1% Roche Bobois UK 2.1% 2.2% 2.0% Roche Bobois Other Europe 1.5% 1.5% 1.5% Cuir Center 1.5% 1.5% 1.5%

Based on the impairment tests conducted at year-end, no loss in value had been identified as at 31 December 2017, 31 December 2016, or 31 December 2015.

An analysis was conducted as at 31 December 2017 to measure the sensitivity to calculating changes in the key parameters used (normative current EBITDA rate, discount rate, and perpetual growth rate).

The method used consists of varying by more or less:

Page 219 out of 295

• 200 basis points the normative current EBITDA rate; • 100 basis points the discount rate; • 50 basis points the perpetual growth rate.

These scenarios do not call into question the conclusions indicated above.

Page 220 out of 295

4.2 Tangible assets

Tangible assets are evaluated at their acquisition cost less accumulated depreciation and any impairment losses. Subsequent expenses are included in the book value of the asset or, where necessary, recorded as a separate asset if it is probable that the future economic benefits associated with the asset will go to the Group and that the cost of the asset can be measured reliably. The book value of replaced items is derecognised. All repair and maintenance fees are recorded under expenses. Depreciations are calculated using the straight-line method for the following estimated useful lives:

Items Amortisation terms

Construction Fixtures, fittings, and 20 years improvements to buildings 15% per year* IT equipment three years Office equipment and furniture five to ten years *Corresponds to the average rate of six years and eight months for each renovation.

A residual value is considered as necessary. The residual values, useful life and asset depreciation methods are reviewed at the close of each year, and modified as necessary on a prospective basis.

The expenses for acquiring fixed assets are incorporated into their acquisition cost, for their gross tax amount.

Leases and finance leases (real and personal property) are recorded in the balance sheet at the fair value of the leased asset, or if it is less, the discounted value of the minimum payments for the lease, when almost all of the risks and benefits inherent to the property are transferred to the lessor. Rent payments are broken down between financial expenses and amortisation of assets. The methods for amortising assets are identical to those of similar property acquired by the Group.

Rent on qualified operating leases are considered fiscal year expenses.

Free access at the start of the lease and specific benefits granted by the lessor are spread out on a straight-line basis over the term of the lease, so as to reduce the contractual rental costs.

The chart below represents the activity over the three periods presented:

Page 221 out of 295

Technical Assets under Of which finance Land Buildings installations, Fixtures and fittings Total construction leases PROPERTY, PLANT AND EQUIPMENT equipment (Amounts in €k)

Statement of financial position as at 1 January 2015 3,552 4,507 2,292 20,463 536 31,351 1,450 Acquisition 0 0 1,642 5,065 116 6,822 0 Disposal and reclassification 0 -320 0 -1,086 -535 -1,942 0 Translation gains or losses 301 338 118 778 0 1,536 0 Change in scope -130 -127 -2 -242 1 -500 0 Amortisation 0 9 -723 -5,217 0 -5,931 -58 Impairment 0 0 0 0 0 0 0 Statement of financial position as at 31 December 2015 3,723 4,408 3,329 19,760 118 31,337 1,392 Acquisition 0 294 1,298 5,550 667 7,809 0 Disposal and reclassification 0 2 -10 -357 -112 -477 0 Translation gains or losses 107 75 90 -241 0 30 0 Change in scope 0 0 0 0 0 0 0 Amortisation 0 -273 -881 -4,246 0 -5,400 -248 Impairment 0 0 0 0 0 0 0 Statement of financial position as at 31 December 2016 3,830 4,506 3,825 20,466 672 33,299 1,144 Acquisition 150 610 1,654 7,283 331 10,028 0 Disposal and reclassification -763 -642 -39 940 -672 -1,176 -1,044 Translation gains or losses -369 -331 -348 -1,046 -5 -2,099 0 Change in scope 0 0 0 0 0 0 0 Amortisation 0 -204 -992 -4,858 0 -6,054 -100 Impairment 0 0 0 0 0 0 0 Statement of financial position as at 31 December 2017 2,848 3,938 4,101 22,784 326 33,998 0

The Group’s main investments (tangible assets) correspond to openings or renovations in its store network. Thus in 2017: - Opening of Roche Bobois stores on New York’s Upper West Side, in the Miami Design District, at St Maximin (Oise) and Nice Cap 3 000. - Transfer of Roche Bobois store from Manhasset (United States) and Metz (France) as well as the Cuir Center store in Le Havre. - Renovation of the Roche Bobois stores in Los Angeles, Geneva, London, Paris - Grande Armée, and Grenoble. In 2016: - Relocation to St Denis in a new 2,600 m² showroom space used during the Roche Bobois and Cuir Center brand congress (presentation of new products to the franchises). - Transfer of Roche Bobois and Cuir Center stores from Toulon. - Renovation of Roche Bobois stores in Anvers (Belgium), Boston (United States), London - Harrod’s, Annecy, Suresne, and Colmar. In 2015: - Opening of Roche Bobois stores in Pasadena and Paramus (United States), and Paris- Maine. - Transfer of Roche Bobois stores from Zurich (Switzerland), Boston-Natick, and Costa Mesa (United States), along with Liege (Belgium). - Renovation of Roche Bobois stores in London 2 and Marseilles-Prado.

No impairment was recorded in application of IAS 36.

Page 222 out of 295

4.3 Equity interests of companies accounted for using the equity method

The accounting principles are detailed in Note 2.1.5 - “Consolidation Methods”. The scope of companies included under the consolidation is described in Note 7.4. When there is an objective sign of a loss in value, the book value of the equity interest is reduced down to its recoverable value.

VALUE OF INVESTMENTS IN ASSOCIATES Salons Center Total investments in Déco Center Herblay (Amounts in €k) Montlhéry associates

Statement of financial position as at 1 January 2015 560 665 1,225 Share of income of equity affiliates -9 11 2 Dividend payments 0 -150 -150 Statement of financial position as at 31 December 2015 551 526 1,078 Share of income of equity affiliates 2 188 190 Dividend payments -40 0 -40 Statement of financial position as at 31 December 2016 514 714 1,228 Share of income of equity affiliates -77 140 63 Dividend payments 0 -100 -100 Change in scope 73 0 73 Statement of financial position as at 31 December 2017 510 754 1,264

No depreciation has been recorded for the periods presented. The Group does not hold any receivable on current accounts with companies accounted for by the equity method.

Below are the key figures of companies accounted for by the equity method for the three periods presented:

KEY FIGURES OF INVESTMENTS IN 31/12/2017 31/12/2016 31/12/2015 EQUITY AFFILIATES Salons Déco Salons Déco Salons Déco (Amount in €k) Center Center Total Center Center Total Center Center Total Montlhéry Herblay Montlhéry Herblay Montlhéry Herblay

Turnover 1,474 4,726 6,200 1,532 4,956 6,488 1,371 3,183 4,554 EBIT -17 434 417 -5 561 556 -29 52 22 Net income -153 280 127 5 376 380 -18 23 5

Page 223 out of 295

The financial position of companies accounted for by the equity method for the three periods presented is as follows:

STATEMENT OF FINANCIAL POSITION 31/12/2017 31/12/2016 31/12/2015 OF EQUITY AFFILIATED COMPANIES Salons Déco Salons Déco Salons Déco (Amount in €k) Center Center Total Center Center Total Center Center Total Montlhéry Herblay Montlhéry Herblay Montlhéry Herblay ASSETS Non-current assets 29 954 983 191 809 1,000 216 842 1,058

Inventories 214 405 619 205 404 610 187 356 543 Customers 40 63 103 98 160 257 55 44 100 Other current receivables 53 151 204 40 62 102 44 169 213 Cash and cash equivalents 469 1,362 1,831 419 1,312 1,731 503 692 1,195

Total current assets 777 1,981 2,758 763 1,938 2,701 790 1,260 2,050

Total assets 806 2,935 3,740 953 2,747 3,701 1,006 2,102 3,108

LIABILITIES AND SHAREHOLDERS’ EQUITY Shareholders’ equity 462 1,425 1,887 615 1,345 1,960 690 970 1,660

Non-current liabilities 0 207 207 1 167 168 1 237 238

Current liabilities 344 1,303 1,647 338 1,235 1,573 315 896 1,210

Total liabilities and shareholders’ equity 806 2,935 3,740 953 2,747 3,701 1,006 2,102 3,108

Page 224 out of 295

4.4 Financial Assets

The Group's financial assets are classified in two categories, according to their nature and holding intention: - financial assets at fair value by the income statement - loans and receivables.

With the exception of assets at fair value through profit or loss, financial assets are initially recorded at the cost that corresponds to the fair value of the price paid, plus acquisition costs. All standard purchases and sales of financial assets are recorded at the date of payment.

The evaluation and recording of financial assets and liabilities is defined by IAS 39 - “Financial Instruments: Recognition and Measurement. ”

Measurement, recognition and derecognition of financial assets When they are initially recorded, the financial assets are evaluated at the net fair value of the transaction costs when the assets concerned are not subsequently evaluated at their fair value through profit or loss. For assets evaluated at their fair value through profit or loss, the transactional costs are directly recorded under results.

At the acquisition date, the Group determines the classification of the financial asset in one of the four accounting categories defined in IAS 39 (see Note 4.15).

Loans and receivables This category includes receivables related to equity interests, operational financial assets, other loans and receivables, and trade receivables. These instruments are initially recorded at fair value, then at amortised cost, which is calculated according to the effective interest rate (EIR) method. These assets are written down if, when there are signs of a loss in value, their book value is greater than the current value of the future discounted cash flows at the original EIR. The loss in value is recorded in the consolidated income statement.

Write-downs are analysed on a case by case basis according to the Group's ability to recoup its receivable.

In the majority of cases, the Group’s receivables concern franchisees or manufacturers that have an established, long-term relationship with the Group.

Net losses and gains on loans and receivables correspond to interest income and impairment losses.

Current financial assets essentially consist of receivables that are initially recorded at their fair value.

IAS 39 - “Financial Instruments: Recognition and Measurement” (see IAS 39-58 et seq. “Depreciation and Irrecoverability of Financial Assets”) requires assessing at each closing date if there is an objective sign of impairment of a financial asset or group of financial assets. If there is such a sign, the entity has

Page 225 out of 295

to apply the provisions of the rule relating to each category of financial assets in order to determine the amount of the impairment to be recorded.

The financial assets are established as follows:

FINANCIAL ASSETS Deposits and Other financial assets TOTAL (Amount in €k) guarantees

Statement of financial position as at 1 January 2015 2,774 124 2,898 Start 202 39 241 End -438 -45 -483 Translation gains or losses 58 8 67 Reclassification -36 0 -36 Impairments 0 0 0 Statement of financial position as at 31 December 2015 2,561 126 2,687 Start 619 30 649 End -127 -112 -239 Translation gains or losses 17 -2 15 Reclassification -51 -2 -53 Change in scope 0 0 0 Impairments 0 0 0 Statement of financial position as at 31 December 2016 3,019 40 3,059 Start 247 57 304 End -66 -45 -111 Translation gains or losses -101 0 -101 Impairments 0 0 0 Statement of financial position as at 31 December 2017 3,099 53 3,152

Other financial assets primarily consist of security deposits given to lessors as part of the leasing of related business premises.

Page 226 out of 295

4.5 Inventories

In conformity with IAS 2 - “Inventories,” inventories are measured at the lowest amount between historic cost and net realisable value.

Each product in inventory is considered to be a different product, identified by a countermark reference. The valuation of inventory in the warehouse is equal to the acquisition cost plus forwarding, customs and transportation costs. The valuation of the inventory in the store consists of the warehouse retail price plus the costs of transport from the warehouse to the stores. The retail costs are determined after deducting rebates or discounts.

The Group enters a trademark, manufacturing, and exclusive distribution licensing agreement with its suppliers. To that end, the Group charges its suppliers a fee that is measured as a percentage of the purchases made by its stores (owned stores or franchises). For owned stores, the fee is considered to be part of the purchase price of the products, and is incorporated into the valuation of inventories.

The net realisable value is the estimated sale price during the normal course of business, less the estimated sales costs.

Depreciation policy:

- For the Roche Bobois brand, sales, liquidation or so-called “warehouse” sales allow Roche Bobois products to be sold with margin levels that prevent them from being sold at a loss during destocking operations. A provision is nevertheless established at each subsidiary, in order to record the loss in value for products that cannot be sold due to their being broken, damaged, dilapidated or stained.

- For the Cuir Center brand, some destocking operations, in particular sales to discounters, can generate negative gross margins. A statistical provision for obsolescence is thus recorded, using the following percentages:

- For showrooms, a 10% impairment is recorded when there are products that were previously in stock for three years. An additional 5% per year is added to attain, where necessary, 70% depreciation.

- For furniture and accessories, a 10% impairment is recorded for products in stock for three years. An additional 10% per year is added to attain, where necessary, 100% depreciation. Inventories by segment are established as follows:

Page 227 out of 295

31/12/2017 31/12/2016 INVENTORIES OF GOODS BY BRAND Roche Roche Bobois Cuir Center TOTAL Cuir Center TOTAL (Amounts in €k) Bobois

Inventories of goods 58,216 4,144 62,360 57,075 4,526 61,601 Depreciation -3,223 -568 -3,791 -3,415 -710 -4,124 Net value by brand 54,993 3,576 58,569 53,660 3,816 57,476

31/12/2015 01/01/2015 INVENTORIES OF GOODS BY BRAND Roche Roche Bobois Cuir Center TOTAL Cuir Center TOTAL (Amounts in €k) Bobois

Inventories of goods 52,999 4,419 57,418 53,018 4,776 57,794 Depreciation -3,406 -646 -4,052 -3,823 -616 -4,439 Net value by brand 49,593 3,773 53,366 49,195 4,160 53,355

Between 2015 and 2016, the growth in stock volume essentially corresponded to the North America region (increase in display stock following the opening of new stores and establishment of buffer stock to decrease logistical time frames. Between 2016 and 2017, the increase essentially came from Italy (consolidation of two stores in Milan) and France (rise in supply-to-order inventory due to delivery delays at the close of 31 December 2017).

The volume of stock for the Cuir Center brand consistently decreased during the period, in particular thanks to destocking operations.

Between 2016 and 2017, changes in the provision for stock corresponded in the amount of €147k to a translation difference, and for the remainder to reversals related to destocking operations.

The amount of inventories recorded under period expenses, often called sales cost, consists of the costs previously included in the evaluation of inventories that have now been sold, general production costs not allocated, and abnormal inventory production costs. These correspond to the “Other completed purchases” line item.

Page 228 out of 295

4.6 Trade receivables

Receivables are recorded for the initial invoice amount. Those that present a risk of non-recovery are subject to write-down. Trade receivables are written down on a case-by-case basis according to various criteria such as whether there are difficulties in recovery, disputes, or the debtor’s position. Given the Group’s business, trade receivables are short-term. Nevertheless, any receivable with a far-removed deadline would be evaluated by calculating its discounted value.

Subsequent measures consider the probability of recovering receivables that could lead it to record a specific loss in value for a doubtful debt, determined as follows:

• receivables under litigation are entirely written off when definitive and precise evidence demonstrates they will be unable to be recovered;

• for other doubtful debts, losses in value are recorded to adjust the estimated recoverable amounts based on the information available when the financial statements are prepared. The net book value of the assets is decreased through the use of provisions for depreciation and loss, recorded in the results under the heading “Other current operating income and expenses.” Irrecoverable receivables are recorded in results, and the existing provisions are reversed.

CUSTOMERS 31/12/2017 31/12/2016 31/12/2015 01/01/2015 (Amounts in €k)

Customers and related accounts 19,428 18,966 20,914 20,472 Impairment of customers -2,468 -2,507 -2,246 -2,393 Net total customers 16,961 16,460 18,668 18,079

Receivables by deadline are established as follows:

Maturities of gross receivables

(Amounts in €k) 31/12/2017 31/12/2016 31/12/2015 01/01/2015

Receivables Stores 4,642 4,076 5,642 4,778 Receivables Centres 14,786 14,890 15,272 15,694 Not yet due 9,017 7,560 7,868 7,191 1 to 90 days 909 1,799 1,542 1,934 91 to 180 days 869 1,297 1,111 1,361 181 to 360 days 416 767 1,416 1,748 More than 360 days 3,575 3,467 3,336 3,460

Page 229 out of 295

4.7 Other non-current assets and other current receivables

OTHER CURRENT AND NON-CURRENT ASSETS 31/12/2017 31/12/2016 31/12/2015 01/01/2015 (Amounts in €k)

Total other non-current assets 479 511 586 748 Value added tax 3,531 3,517 2,858 2,669 Prepaid expenses 3,657 3,337 4,304 3,433 Advances and prepayments to suppliers 2,782 1,864 1,272 1,457 Staff and related accounts 89 64 82 83 Other 2,450 2,866 4,808 4,475 Total other current assets 12,508 11,647 13,323 12,117

Prepaid expenses essentially include all of the rent paid in advance and forehand rent to be spread over the term of the lease. Increase are primarily explained by the rise in the number of stores.

The item Other consists, among other things, of the amount due to Harrods, i.e. €483k as at 31 December 2017, compared to €491k as at 31 December 2016, and €458k as at 31 December 2015.

4.8 Cash and cash equivalents

Cash equivalents are held in an effort to handle short-term cash commitments. In order for an investment to be considered a cash equivalent, it must be easily convertible to a known cash amount and be subject to a negligible risk of a change in value, thus complying with the criteria of IAS 7 - “Statement of Cash Flows.”

The cash and cash equivalents include all cash balances, certain term deposits, negotiable debt securities, and money market fund shares.

Cash and cash equivalents are evaluated at fair value through profit or loss (determined according to level 2).

Bank overdrafts repayable on demand, which form an integral part of the Group’s cash management, constitute a component of the cash and cash equivalents for the purposes of the cash flow statement.

Positive cash flow is established as follows:

CASH AND CASH EQUIVALENTS 31/12/2017 31/12/2016 31/12/2015 01/01/2015 (Amounts in €k)

Bank accounts 29,138 21,014 14,282 12,441 Cash equivalents 211 362 539 512 Total cash and cash equivalents 29,349 21,376 14,821 12,953

Page 230 out of 295

Page 231 out of 295

4.9 Equity

Equity instruments

Classification in equity depends on a specific analysis of the features of each instrument issued. When the entity that has issued the financial instrument does not have a contractual obligation to remit cash or another financial asset to the bearer, the financial instrument is an equity instrument. Therefore, if the holder of an equity instrument is entitled to a proportional share of the dividends, the issuer is not contractually obligated to make this distribution, because the latter falls under the responsibility of the shareholders’ meeting.

Transactional costs on equity

External costs that are directly attributable to operations with capital or equity instruments are recorded, net of tax, as a reduction of equity. Other costs are recognised for the fiscal year.

4.9.1 Capital issued

COMPOSITION OF SHARE CAPITAL 31/12/2017 31/12/2016 31/12/2015 01/01/2015

Capital (in €k) 49,376 49,376 49,376 49,376

Number of shares 98,752,155 98,752,155 98,752,155 98,752,155 of which ordinary shares 98,752,155 98,752,155 98,752,155 98,752,155 of which preference shares (1) 0 0 0 0

Nominal value (in euros) €0.50 €0.50 €0.50 €0.50

4.9.2. Management of capital and distribution of dividends

The dividends paid by the Company are paid in euros. The future policy on dividend distribution will depend on a certain number of factors, namely the results achieved by the Company, its consolidated financial position, capital requirements and required solvency, market conditions, as well as on the general economic climate. The proposed dividend submitted for the joint decision of the shareholders of Furn-Invest is approved by the Chairman. The shareholders jointly decide on distributing the dividend from the reserves available to them, expressly indicating the line items from which these withdrawals will be made. However, dividends are withdrawn by priority on the distributable profit for the fiscal year.

For 2015, 2016, and 2017, Furn-Invest’s dividend policy is defined by the shareholders’ agreement dated 29 April 2013, which provides in Article 3:

Page 232 out of 295

“On the condition that Furn-Invest presents sufficient distributable amounts based on its annual financial statements and that this is compatible with its compliance with the financial covenants the Group has undertaken, the shareholders may each year have Furn-Invest distribute a dividend of between 10% and 40% of its consolidated net income. In order for Furn-Invest to be able to distribute this level of dividends, the shareholders must decide that Roche Bobois Groupe can distribute a sufficient level of dividends to Furn-Invest. ”

4.10 Provisions

In conformity with IAS 37 - “Provisions, Contingent Liabilities and Contingent Assets,” a provision is recorded when the Group has an obligation towards a third party due to a past event, and when it is probable that said obligation will cause an outflow of resources to that third party, without an at least equivalent consideration being expected from it, and that future outflows of liquid assets can be reliably estimated. The amount recorded in a provision is the estimate of the expense needed to eliminate the obligation, updated if necessary at the closing date. Provisions for risk include provisions relating to pending disputes. The amount of provisions corresponds to the most probable estimate of the risk. Provisions with a deadline of more than one year are discounted when the impact is significant. The discount rates used reflect the current assessment of the time value of money and the specific risks related to this liability.

31/12/2017

Amount at the Amount at the Change in beginning of the Depreciation Reversals end of the exchange rate fiscal year fiscal year PROVISIONS (Amounts in €k) Provisions for expenses 796 177 -88 885 Provisions for litigation 361 -348 -4 9

Provisions for non-current risks and expenses 1,156 177 -348 -92 894

31/12/2016

Amount at the Amount at the Change in beginning of the Depreciation Reversals end of the exchange rate PROVISIONS fiscal year fiscal year (Amounts in €k) Provisions for risks and expenses 25 750 -11 33 796 Provisions for litigation 221 301 -164 2 361

Total provisions for non-current risks and expenses 246 1,051 -175 35 1,156

31/12/2015 Amount at the Amount at the Change in beginning of the Depreciation Reversals end of the exchange rate PROVISIONS fiscal year fiscal year (Amounts in €k) Provisions for expenses 68 -45 2 25 Provisions for litigation 506 108 -392 0 221

Total provisions for non-current risks and expenses 573 108 -437 2 246

Reversals are used.

Page 233 out of 295

Disputes and liabilities

The Company may be involved in judicial, administrative, or regulatory proceedings during the normal course of its business. The Company records a provision when there is a sufficient probability that these disputes will result in costs payable by the Group. The main disputes are as follows:

- Dispute with Adyton

In 2009, Varoise du Cuir sold Adyton the premises of the current Roche Bobois store in La Valette du Var. Following a dispute as to the surface area, the amount of €386k was seized in the notary's accounts. In 2015, an agreement was entered with Adyton and the seizure was entirely released. The provision was thus reversed on 31 December 2015, and 100% used.

- Dispute with a former supplier under liquidation

The Group was assigned several years later by the liquidator of Stella to recover certain amounts. As at 31 December 2016, a €250k provision was recorded. A transactional agreement was entered in 2017 and the provision was entirely used.

- Vasarely dispute

The Group is defendant in a claim brought by Messrs Pierre and André Vásárhelyi (heirs of painter Victor Vasarely) which involves as co-defendants (i) the company Latorca (the Company's supplier), (ii) Editions du Griffon (Vasarely's publisher) and (iii) Julien Gonzalez-Alonso (suppliers of Latorca). Pierre and André Vásárhelyi are essentially claiming (a) that by selling the Group’s “VICTOR” furniture line, inspired by kinetic art (the artistic movement Vasarely belonged to), the Group allegedly tried to unduly profit from Victor Vasarely’s reputation and (b) that by distributing photogravures acquired from Latorca, the Group allegedly violated their property and moral rights. On this second point, the Group invoked its suppliers as a guaranty, in conformity with the contracts linking the parties. Pierre and André Vásárhelyi requested compensation for damage in the amount of €1,010,000. The matter is pending before the Regional Court [Tribunal de grande instance] of Paris.

Due to the risk estimated by the Group, a provision in the amount of €100k was recorded on 31 December 2017.

- Class action in California

Our European California subsidiary was summoned as part of a class action brought by three employees of the Roche Bobois store in Los Angeles (two of whom are no longer employees as at 31 December 2017), relating to their compensation (sales commission system, administrative work, breaks, etc.). 63 people could potentially be summoned in this lawsuit.

European California disputes the grounds of the majority of these allegations.

Page 234 out of 295

Given the Group's risk assessment, a total provision of €809k was recorded under other non-current income and expenses (see Note 5.4). Outside of the disputes mentioned above, the Group has not calculated any assets or liabilities that need to be indicated in the notes.

Employee disputes

The amounts funded are evaluated, on a case by case basis, as a function of the estimated risks borne to date by the Company, based on claims, legal obligations, and opinions issued by the attorneys of the Group.

4.11 Current and non-current financial debts

CURRENT AND NON-CURRENT FINANCIAL DEBT 31/12/2017 31/12/2016 31/12/2015 01/01/2015 (Amounts in €k)

Borrowings from credit institutions 7,311 3,473 12,646 17,207 Borrowings under finance leases 0 1,221 1,221 1,355 Deposits and guarantees received 311 241 79 28 Other borrowings and debts 42 119 141 186 Non-current financial debt 7,664 5,054 14,087 18,775 Borrowings from credit institutions 11,276 10,203 6,898 6,414 Borrowings under finance leases 0 150 134 116 Deposits and guarantees received 0 0 45 0 Other borrowings and debts 22 14 11 25 Current bank overdrafts 610 1,430 3,214 3,804 Current financial debt 11,908 11,797 10,303 10,359 Total financial debt 19,572 16,851 24,390 29,134

Breakdown of financial debts by deadline

The deadlines of the financial debts are analysed as follows for the fiscal years presented:

Page 235 out of 295

CURRENT AND NON-CURRENT FINANCIAL DEBT 31/12/2017 (amount in €k) Amount Portion at less From 1 to 5 More than than one year years 5 years Borrowings from credit institutions 18,588 11,277 6,640 671 Borrowings under finance leases 0 0 0 0 Deposits and guarantees received 311 0 311 0 Other borrowings and debts 64 22 42 0 Current bank overdrafts 610 610 0 0 Total financial debt 19,572 11,908 6,993 671

CURRENT AND NON-CURRENT FINANCIAL DEBT 31/12/2016 (amount in €k) Amount Portion at less From 1 to 5 More than than one year years 5 years Borrowings from credit institutions 13,826 10,203 2,835 788 Borrowings under finance leases 1,221 150 1,071 0 Deposits and guarantees received 241 0 241 0 Other borrowings and debts 133 14 119 0 Current bank overdrafts 1,430 1,430 0 0 Total financial debt 16,851 11,797 4,266 788

CURRENT AND NON-CURRENT FINANCIAL DEBT 31/12/2015 (amount in €k) Amount Portion at less From 1 to 5 More than than one year years 5 years Borrowings from credit institutions 19,544 6,898 11,110 1,536 Borrowings under finance leases 1,355 134 1,221 0 Deposits and guarantees received 124 45 79 0 Other borrowings and debts 152 11 141 0 Current bank overdrafts 3,214 3,214 0 0 Total financial debt 24,390 10,303 12,551 1,536

CURRENT AND NON-CURRENT FINANCIAL DEBT 01/01/2015 (amount in €k) Gross amount Portion at less From 1 to 5 More than than one year years 5 years

The financial debt activity during the period was as follows:

Page 236 out of 295

DEVELOPMENT OF FINANCIAL DEBT Borrowings from credit Deposits and (Amount in €k) institutions Finance leases Other borrowings TOTAL guarantees received

As at 1 January 2015 23,621 1,470 28 211 25,330 (+) Collection 3,557 93 4 3,654 (-) Reimbursement -7,855 -116 -65 -8,036 (+/-) Translation gains or losses 520 3 3 527 (+/-) Other movements -298 -298 As at 31 December 2015 19,544 1,355 124 153 21,176 (+) Collection 4,458 160 57 4,676 (-) Reimbursement -10,133 -134 -45 -78 -10,390 (+/-) Translation gains or losses -3 1 2 1 (+/-) Other movements -41 -41 As at 31 December 2016 13,826 1,221 241 134 15,422 (+) Collection 12,774 75 11 12,861 (-) Reimbursement -7,842 -1,221 0 -75 -9,138 (+/-) Translation gains or losses -171 -4 -5 -181 (+/-) Other movements As at 31 December 2017 18,587 0 311 65 18,963

4.11.1 Debts with credit institutions

The Group’s main bank financing is as follows:

2012 refinancing loan

On 1 August 2012, the Group took out a loan to refinance an old senior debt for a total of €14M (€8M borne by Furn-Invest and €6M by Roche Bobois Groupe SA) from a banking pool comprised of BNP Paribas, LCL, and Crédit Agricole Ile de France.

For Furn-Invest, the interest rate was set to Euribor 3 months + 2.10% (210 bp) and for Roche Bobois Group SA to Euribor 3 months + 1.80% (180 bp). Furthermore, a clause was provided to adjust the bank’s margin according to the change in the Financial Debt/EBITDA ratio calculated at the Group level.

This financing was in accordance with the financial covenants described in Note 7.2.4.

These ratios varied according to the fiscal years, but were respected throughout the term of the loan.

By the end of July 2017, the debt had been repaid early, in full.

2016 Crédit Agricole Ile de France line of credit

In January 2016, Roche Bobois International took out a €5M line of credit from Crédit Agricole Ile de France. This line operates through draw-downs and is amortised €1M each year, completely expiring in 2021.

The interest rate was set at Euribor 1 month, 3 months, or 6 months (depending on the term of the drawdowns), to which a 1% margin was added (100 bp).

As at 31 December 2016, the remaining amount due was €2,495k, compared to €2,245k as at 31 December 2017.

Page 237 out of 295

This loan was in accordance with the financial covenants described in Note 7.2.4.

2017 LCL Line

The first €6M loan is payable in 19 equal quarterly installments, the first of which was on 30 November 2017. The investment credit operates through draw-downs, which can be made between the date of signing and 31 May 2019. After that date, the total amount that remains due will be repayable in the form of 12 successive quarterly installments. The interest rate is set at Euribor (according to the term of the draw-downs) or Euribor 3 months for the principal repaid quarterly, plus a 1% margin (100 bp).

As at 31 December 2017, the amount remaining due was €3,100k. The remaining amount to be released is €5,900k.

This loan is subject to compliance with the financial covenant described in Note 7.2.4. The Group does not have significant exposure to rate risk, because

- it primarily borrows at a fixed rate, and - in 2017, variable rate debt primarily concerned short-term lines of credit. Its exposure is detailed as follows:

BANK DEBT BY RATE TYPE 31/12/2017 31/12/2016 31/12/2015 01/01/2015 (Amounts in €k)

Fixed rate 4,558 7,867 12,708 13,244 Floating rate with interest rate swap 3,000 2,800 5,600 8,400 Floating rate without interest rate swap 11,029 3,159 1,236 1,977 Total 18,587 13,826 19,544 23,621 Some loans are subject to covenants and are detailed in Note 7.2.4 hereto.

The instruments related to the hedging of variable rate loans are described in Note 7.2.2 - Interest rate risk.

The Group has taken out loans in foreign currencies and has not undertaken any exchange rate hedges to protect itself from the risk of changes in the exchange rate. Its exposure is as follows:

BANK DEBT BY CURRENCY 31/12/2017 31/12/2016 31/12/2015 01/01/2015 (Amounts in €k)

Euros 16,831 12,030 14,439 18,799 US Dollars (USD) 657 752 3,734 3,786 Canadian Dollars (CAD) 183 254 290 22 Swiss Franc (CHF) 915 790 1,081 1,014 Total 18,587 13,826 19,544 23,621

Page 238 out of 295

In July 2002, the Group signed a loan through a lease with BNP Paris Lease Group to finance the acquisition of the premises of the Bologna store (Strada Maggiore, 11). This financing, which has a 15- year term, for a total financed amount of €2,479k, ended in July 2017.

4.11.2 Deposits and securities received

Deposits and security amounted to €311k as at 31 December 2017, €268k of which concerned Roche Bobois International. This was essentially for amounts paid by certain Grand Export franchisees to ensure compliance with their engagements, and in particular the payment of franchise and advertising fees.

Page 239 out of 295

4.12 Other non-current financial liabilities

Free share plans

The Group’s compensation policy has led it to implement a free share allocation plan for members of General Management and executives at one of its subsidiaries. Payment of the plan provides for a commitment to buy back shares allocated by the Group's parent company. The cost of the plan is recorded under employee costs over the acquisition period, in consideration for the recording of a financial debt.

The cost of the plan is determined by reference to the contractual value, which is remeasured at each closing date.

The first two tranches of the plan are accompanied by an attendance condition.

The third tranche is accompanied, in addition to the attendance condition, by a performance condition. The estimated probability of satisfying the performance condition is taken into consideration to estimate the actual number of equity instruments to be remitted.

The evaluation relies on the following main underlying assumptions:

- The value of the share at each closing date, calculated based on internal methods;

- Achievement of performance conditions.

OTHER NON-CURRENT LIABILITIES 31/12/2017 31/12/2016 31/12/2015 01/01/2015 (Amounts in €k)

Buyback of free shares 3,153 955 0 0 Total other non-current liabilities 3,153 955 0 0

Following the authorisation on 5 July 2016 from the general meeting of Roche Bobois Groupe, the management board of this subsidiary allocated 522 free shares to the Group’s officers.

Furn-Invest, as part of the contractual commitments signed on 28 July 2016 with the three beneficiaries of the Free Shares of Roche Bobois Groupe SA agreed to the following items:

- a general promise to sell granted by each recipient to Furn-Invest which shall be exercisable at any time in the amount of the Available Shares held by each Recipient, under the terms of the agreement.

- a promise to sell in the event of the departure of each recipient, which may be exercised in cases where each recipient no longer exercises duties within the RBG Group, and at a 25% discount.

- In consideration for these promises to sell and so as to allow each recipient to have liquid access to their Shares, Furn-Invest has granted a promise to purchase to each recipient, which may be exercised in three tranches, as from 2021.

Page 240 out of 295

The chart below summarises the data relating to this plan along with the assumptions used to determine their value under IFRS 2: - Free shares are acquired annually, at each anniversary date of their allocation, for a total of 174 shares the first year (Tranche 1), 130 shares the second year (Tranche 2), and at most 218 shares the third year (Tranche 3). - The three tranches are subject to an attendance condition. Only the third tranche is subject to a performance condition.

Breakdown of the charge recorded under IFRS 2 for the 2017, 2016, and 2015 fiscal years: 2015 Fiscal Year 2016 Fiscal Year 2017 Fiscal Year

Number of Cumulative expense Cost Cumulative Cumulative Cumulative Type options at the beginning of IFRS 2 plan 2015 expense expense as at 2016 expense expense as at 2017 expense expense as at outstanding the year 31/12/2015 31/12/2016 31/12/2017

Free shares 522 3,878 0 0 0 955 955 2,198 3,153

These free shares are subject to a 20% corporate social contribution at the time of final allocation. A provision is thus recorded during the share allocation period.

Page 241 out of 295

4.13 Corporate commitments

Defined-contribution post-employment benefit plans and short-term benefits

The Group records the amount of short-term benefits, along with the contributions payable under mandatory and general retirement plans under “Employee expenses.” As the Group has not committed beyond these contributions, it does not record any provision for these plans.

As at 31 December 2017, the contributions linked to these plans paid by the Group were €2,965k, compared to €2,927k as at 31 December 2016, and €2,907k as at 31 December 2015.

Retirement contributions in Switzerland are paid to a retirement fund representing an annual expense as at 31 December 2017 of €316k, compared to €318k as at 31 December 2016, and €305k as at 31 December 2015.

There is no risk, and there are no liabilities that could be held responsible for losses in the retirement fund or an inability to pay supplementary retirement contributions. Consequently, the Group does not record any liabilities in the balance sheet, except for the annual retirement premiums, which are payable at the end of the year. For the other countries where the Group is present, no payment was made during any of the periods presented.

Defined-benefit post-employment plans Defined-contribution plans Defined-contribution plans are plans for which the Group (or an entity of the Group) pays a specific contribution to a separate entity, which exempts it from any additional payment.

These obligations are recognised in expenses when they are due.

Defined-benefit plans

Defined-benefit plans are plans that do not meet the definition of a defined-contribution plan. The net obligations of each entity of the Group are calculated for each plan based on an estimate of the amount that the employees will collect in exchange for the services rendered during the current period and in past periods. The amount is updated and the fair value of the retirement assets deducted.

When the calculation entails a benefit for the plan, the recorded asset is capped at the amount of the current benefit value, available in the form of future reimbursements or reductions in plan contributions. In that case, the plan surplus is recorded under non-current financial assets. This point does not apply to the Group.

Some commitments of the Group or entities of the Group could benefit from reimbursement rights, which correspond to the commitment of another party to repay in part or in full the costs linked to these commitments. These reimbursement rights are recorded under financial assets.

Page 242 out of 295

The Group's corporate commitments are determined according to the actuarial method of projected credit units. This method considers probabilities of keeping staff at the companies until their retirement, the foreseeable change in remuneration, and financial discounting. In application of IAS 19 - “Employee Benefits,” actuarial differences generated from post-employment commitments are recorded under other comprehensive income.

Commitments to personnel consist of the provision for retirement benefits, which are evaluated based on the provisions provided for by the applicable collective agreement, namely Négoce Ameublement. This commitment only concerns employees subject to French law. The main actuarial assumptions used to evaluate retirement benefits are as follows: ACTUARIAL ASSUMPTIONS REGARDING THE PENSION 31/12/2017 31/12/2016 31/12/2015 01/01/2015 COMMITMENT France

Retirement age Full rate 65-67 years Collective agreements Furniture merchants Discount rate (IBOXX Corporate AA) 1.30% 1.30% 2.03% 1.55% Mortality table INSEE 2015-2017 INSEE 2012-2014 Rate of salary increases 1.50% Turnover rate 5% to 25% - Nil from the age of 57 Social security contributions 45%

The provision for the retirement commitment has changed as follows: EMPLOYEE BENEFITS Retirement (Amounts in €k) indemnities

As at 1 January 2015 1,868 Cost of services rendered 165 Financial cost 28 Actuarial gain/(loss) -112 As at 31 December 2015 1,950 Cost of services rendered 154 Financial cost 37 Actuarial gain/(loss) 123 As at 31 December 2016 2,263 Cost of services rendered 181 Financial cost 28 Actuarial gain/(loss) 86 As at 31 December 2017 2,558

A sensitivity analysis of the provision is established as follows:

Page 243 out of 295

31/12/2017 31/12/2016 31/12/2015 01/01/2015 Change in €k

Discount rate sensitivity Change in the present value of the obligation in the 395 357 304 295 event of a 1% decrease in the discount rate Change in the present value of the obligation in the (328) (294) (252) (244) event of a 1% increase in the discount rate Sensitivity related to salary increases Change in the present value of the obligation in the (490) (439) (380) (365) event of a 0% increase in salaries Change in the present value of the obligation in the 168 152 130 126 event of a 2% increase in salaries

4.14 Other current liabilities

OTHER CURRENT LIABILITIES 31/12/2017 31/12/2016 31/12/2015 01/01/2015 (Amounts in €k)

Trade payables and related accounts 27,288 27,514 26,328 26,499 Advances, payments on account received / orders 37,485 33,431 28,974 27,416 Tax and social security liabilities 11,805 10,424 10,063 11,440 Deferred income 1,859 2,273 2,395 1,849 Non-Group current accounts 124 197 139 1,991 Current tax liabilities 1,409 1,300 771 560 Other debts 1,594 1,581 2,396 2,976 Total other current liabilities 81,565 76,719 71,066 72,731

Supplier payables, as well as the tax and employee-related payables were overall stable for the periods presented.

Advances and installments received from customers significantly increased between 2016 and 2017. This increase corresponds to a delay in delivery at the end of the year that is connected to customer orders.

Page 244 out of 295

4.15 Fair value of financial instruments

The fair value of trade receivables and supplier payables is incorporated into their balance sheet value, given the very short payment deadlines of these receivables. The same is true for other current debts and receivables.

Financial liabilities are classified into two categories and include:

• loans at amortised cost; • financial liabilities recognised at fair value through profit or loss.

Financial assets recorded at amortised cost

Loans and other financial liabilities are recorded at amortised cost, calculated using the effective interest rate. The fraction of financial debts at less than one year is presented under “current financial debts.”

Assets and liabilities evaluated at their fair value through profit or loss This category includes: - the transactional assets and liabilities that the Group intends to resell within a close period to earn a capital gain, which belong to a portfolio of financial instruments that are managed together, and for which there is a short-term sales practice. Non-qualified hedging derivative instruments are also qualified as assets and liabilities completed for transactional purposes;

The change in value of these assets is recorded in the consolidated income statement. The net gains and losses of the assets evaluated at their fair value on the income statement correspond to income and losses from interest, dividends, and changes in fair value. For derivatives entered for transactional purposes, net gains and losses correspond to the flows traded and to the change in value of the instrument.

Some assets may also be subject to voluntary classification in this category.

The rule distinguishes between three categories of financial instruments, according to the consequences their features have on the method of determining fair value, and rely on this classification to expose some of the information requested by IFRS 7: Level 1 category: financial instruments that are listed on an active market; Level 2 category: financial instruments which are measured using valuation techniques that rely on observable parameters; Level 3 category: financial instruments that are measured using valuation techniques that partially or fully rely on unobservable parameters. An unobservable parameter is defined as a parameter where the value is a result of assumptions or correlations which do not rely on the observable transaction prices in markets, the same instrument at the valuation date, or on the observable market data at that date.

Page 245 out of 295

The only instruments recorded at fair value through profit or loss that are held by the Company are the cash equivalents that fall within the level 1 category. The fair value of derivative financial instruments recorded under the fiscal years presented was classified as level 2.

The Group’s assets and liabilities are measured as follows for each year, according to the measurement categories defined by IAS 39:

Value - statement of financial position in 31/12/2017 (Amounts in €k) accordance with IAS 39 Non-financial Fair value Market Loans and Debts with instruments Balance sheet headings Book value through the value income receivables amortised cost

Non-current financial assets 3,152 3,152 3,099 53 Customers and related accounts 16,961 16,961 16,961 Cash and cash equivalents 29,349 29,349 29,349 Total headings under an asset item 49,462 49,462 3,099 46,363 0 0 Current financial debt 11,908 11,908 11,908 Non-current financial debt 7,664 7,664 7,664 Advances and down payments received from customers 37,485 37,485 37,485 Trade payables 39,073 39,073 39,073 Total items under a liability item 96,130 96,130 0 0 96,130 0

Value - statement of financial position in 31/12/2016 (Amounts in €k) accordance with IAS 39 Non-financial Fair value Market Loans and Debts with instruments Balance sheet headings Book value through the value receivables amortised cost income

Non-current financial assets 3,059 3,059 3,019 40 Customers and related accounts 16,460 16,460 16,460 Cash and cash equivalents 21,376 21,376 21,376 Total headings under an asset item 40,895 40,895 3,019 37,876 0 0 Current financial debt 11,797 11,797 11,797 Non-current financial debt 5,054 5,054 5,054 Advances and down payments received from customers 33,431 33,431 33,431 Trade payables and related accounts 37,938 37,938 37,938 Total items under a liability item 88,219 88,219 0 0 88,219 0

Value - statement of financial position in 31/12/2015 (Amounts in €k) accordance with IAS 39 Non-financial Fair value Market Loans and Debts with instruments Balance sheet headings Book value through the value receivables amortised cost income

Non-current financial assets 2,686 2,686 2,561 125 Customers and related accounts 18,668 18,668 18,668 Cash and cash equivalents 14,821 14,821 14,821 Total headings under an asset item 36,175 36,175 2,561 33,614 0 0 Current financial debt 10,303 10,303 10,303 Non-current financial debt 14,087 14,087 14,087 Advances and down payments received from customers 28,974 28,974 28,974 Trade payables and related accounts 36,391 36,391 36,391 Total items under a liability item 89,756 89,756 0 0 89,756 0

Page 246 out of 295

Value - statement of financial position in 01/01/2015 (Amounts in €k) accordance with IAS 39 Non-financial Fair value Market Loans and Debts with instruments Balance sheet headings Book value through the value receivables amortised cost income

Non-current financial assets 2,898 2,898 2,774 123 Customers and related accounts 18,079 18,079 18,079 Cash and cash equivalents 12,953 12,953 0 12,953 Total headings under an asset item 33,930 33,930 2,774 31,155 0 0 Current financial debt 10,359 10,359 10,359 Non-current financial debt 18,775 18,775 18,775 Advances and down payments received from customers 27,416 27,416 27,416 Trade payables and related accounts 37,939 37,939 37,939 Total items under a liability item 94,489 94,489 0 0 94,489 0

Impact on the income statement 2017 2016 2015 (Amounts in euros k) Interest Change in fair Interest Change in Interest Change in value fair value fair value

Assets Assets at fair value through profit or loss Loans and receivables Cash and cash equivalents

Liabilities Derivative instruments 12 48 51 Liabilities valued at amortised cost -391 -564 -792

Page 247 out of 295

5. INFORMATION ON THE INCOME STATEMENT

5.1. Revenue

The Company’s revenue comes from the sale of goods in stores (a), franchise fees (b), commissions paid by manufacturers (c) and services provided (d). The revenue is presented net of the value added tax and discounts. Income is recorded in application of IFRS 15, which the Group has chosen to apply in advance. a) Sales of merchandise at owned stores These transactions only entail one performance obligation, which is providing the product ordered by the customer. The sale of merchandise at stores is recorded when the product is sold to the customer, meaning on the delivery date to the customer or the date the product is picked up at the store. Retail sales are generally paid for by check or bank card. When an order is placed, the customer pays a deposit of between 30 and 50% of the total order amount. This is recorded under current debts. The Group does not offer a loyalty programme on the sale of merchandise. Merchandise sales are accompanied by a “post-sales service” warranty, which is not considered to be a separate service. Merchandise returns occurring within this framework are exceptional. No provision for warranty or return is thus recorded for this purpose. b) Franchise fees paid by franchised stores Franchise fees are billed and paid monthly based on the orders placed at franchised stores.

Fees are recorded as the Group gradually receives them, i.e. as the orders are placed at the franchised stores. c) Commissions paid by manufacturers on the volume purchased at stores, in consideration for the production of their products and access to the Roche Bobois and Cuir Center networks. The Group enters a trademark, manufacturing, and exclusive distribution licensing agreement with its suppliers. To that end, the Group charges its suppliers a fee that is measured as a percentage of the purchases made by all of the Roche Bobois and Cuir Center stores (owned stores or franchises). This fee is intended to remunerate the Group in consideration for granting the supplier an access right to the network of Roche Bobois and Cuir Center stores, thereby allowing it to sell the products under the contract.

For supplier sales to franchised stores, the granting of this exclusive access right is a distinct service whose transfer is made continuously at the same pace as the stores’ purchases. The fee collected for this purpose is recognised in revenue with the same frequency.

For supplier sales to owned stores, the commission has not been analysed as consideration for a service the Group has rendered for the supplier, to the extent that it is generated by the Group's transaction to buy merchandise from the supplier. Therefore, this commission is not recorded in revenue, but as a reduction in purchases. In fact, it is also deducted from the stock value (see Note 4.5).

Page 248 out of 295

d) Billed services, in particular deliveries paid for by customers and logistics services The Group also sells transportation services (customer deliveries) and logistical services. These transactions only entail one performance obligation, which is providing the logistical service. The revenue linked to these services is recorded when the service is performed.

The revenue by type for the last three fiscal years is as follows:

TURNOVER by business 31/12/2017 31/12/2016 31/12/2015 (Amounts in euros)

Total turnover 248,531 248,438 240,618

The entire order book at each period-end that is presented by the Group with a maturity of less than one year.

Page 249 out of 295

5.2 Gross margin and Other external costs

5.2.1 Gross margin

Sales margin for owned stores 31/12/2017 31/12/2016 31/12/2015 (Amounts in €k)

Sale of merchandise at owned stores 218,372 218,576 212,925 Purchases -91,788 -91,026 -88,221 Gross margin in value 126,584 127,550 124,704 Gross margin as % of turnover 58.0% 58.4% 58.6%

5.2.2 External costs External expenses 31/12/2017 31/12/2016 31/12/2015 (Amounts in €k)

Page 250 out of 295

5.3 Employee costs

Staff costs 31/12/2017 31/12/2016 31/12/2015 (Amounts in €k)

Staff remuneration 38,615 37,873 35,015 Social security contributions 11,662 11,283 11,185 Payments in shares (free share allocation plan) 2,198 956 0 Total staff costs 52,476 50,112 46,200

The staff at the close of each fiscal year of the Roche Bobois Group during the last three fiscal years is as follows:

STAFF Roche Bobois Cuir Center Total

2015 Fiscal Year 644 97 741 2016 Fiscal Year 651 96 747 2017 Fiscal Year 687 96 783

Page 251 out of 295

5.4 Current operating income/Other operating income and expenses

The current operating income includes all of the recurring costs and income directly related to the Group’s business, with the exception of “other non-current operating income and expenses.”

The “other non-current operating income and expenses” include items from the income statement that, due to their nature, amount, or frequency, cannot be considered to pertain to the Group’s recurring business. This heading in particular includes: (i) the costs incurred when new entities are acquired; (ii) restructuring costs, the expenses incurred for disputes, or any other non-recurring income or expense; (iii) charges due to impairment of goodwill, that the Group distinctly presents to facilitate an understanding of the current operating performance and allow whoever is reading its financial statements to have access to items that are useful for forecasting results.

5.4.1 Other current operating income and expenses

Other current operating income and expenses 31/12/2017 31/12/2016 31/12/2015 (Amounts in €k)

Net book value of assets sold -311 -952 -2,525 Proceeds from disposal of assets 309 283 1,022 Bad debts -238 -734 -836 Net commissions on trade receivables 56 120 105 Other miscellaneous income and expenses -166 -228 361 Franchise royalties -57 -45 -170 Other current operating income and expenses -408 -1,556 -2,041

In 2017, the Group sold a pavilion it owned in Coignières where the land was being used as a parking lot for €250k. The net book value corresponds to €117k. The Group also discarded certain fixed assets during renovation work (at its subsidiary Inpala in Los Angeles for €84k and at Intérieur 38 in Grenoble for €73k).

In 2016, the Group sold its lease right to its Chambéry store (Bois Meuble 73) for €276k. This lease right had a net book value of €128k. The renovation work on the Suresnes store (Intérieurs 92) resulted in the discarding of €357k in fixed assets.

Page 252 out of 295

Lastly, in 2015, the Group sold the premises of the former Cuir Center store in Quimper for €300k and its London 2 store for €501k. At the same time, there was an asset retirement of €548k for a Cuir Center International property (premises of Quimper and fittings of the Queue-en-Brie store) and another for €698k (London 2).

5.4.2 Other non-current operating income and expenses

As at 31 December 2017, other non-current operating income and expenses amounted to €177k, compared to €632k as at 31 December 2016. These amounts concerned the Class Action described in Note 4.10. 5.5 Financial result

The financial result includes: - cost of indebtedness - income related to financial investments - and the change in value of derivative instruments.

Realised or unrealised losses or gains due to exchange rates are also recorded under financial result.

FINANCIAL INCOME AND EXPENSES 31/12/2017 31/12/2016 31/12/2015 (Amounts in €k)

Cost of net financial debt -391 -564 -792 Interest expense -391 -564 -792

Other financial income and expenses -636 -52 345 Exchange rate income -645 -329 349 Change in fair value of financial instruments 12 48 51 Financial revenue from equity interests 0 2 15 Other -3 227 -70

Net financial income -1,027 -616 -448

As concerns managing the exchange rate risk, they are described in Note 7.2.3

Page 253 out of 295

5.6 Income taxes

Income taxes correspond to the total tax payable of the Group's various companies, adjusted for deferred taxes. The tax is recorded under profit or loss unless it relates to items that are recorded under other comprehensive income or directly in equity. It is then also recorded under other comprehensive income or in equity.

Deferred taxes are recorded according to the balance sheet approach. The amount of deferred tax recorded in the balance sheet is determined based on differences between the book values and the tax values of the Group's assets and liabilities. The amount of the tax expense is, where necessary, influenced by the change in the receivable or debt that causes a change in the corporate tax rate from one year to the next (liability method).

A deferred tax asset for tax losses that can be carried over or tax credits is recorded when one of the of the following conditions has been met: - The entity has sufficient temporary taxable differences with the same tax authority and the same taxable entity or the same tax group, which would cause taxable amounts on which the unused tax credits and losses could be allocated before they expire; - it is likely that the entity will have taxable profits before the unused tax losses or credits expire; - the unused tax losses are the result of identifiable causes that will probably not occur again; - the opportunities linked to the tax management of the entity will generate a taxable profit during the fiscal year during which the unused tax credits or tax losses may be allocated. To the extent that it is not probable that the entity will have a taxable profit to which it could allocate unused tax credits or tax losses, the deferred tax asset is not recorded.

For companies not subject to tax consolidation, tax losses only lead to a tax credit being recorded when it is probable that they will be allocated to future tax profits.

The CVAE [Company value-added contribution] is classified under operating income under the line item “Taxes and dues.”

5.6.1 Deferred tax assets and liabilities

The tax rate applicable to the Group is the current tax rate in France, i.e. 33.33%. The new French finance law requires gradually reducing the tax rate to 28%, then to 25% for commitments of over five years. Deferred taxes appear in the balance sheet separately from the current assets and liabilities, and are classified among non-current items.

5.6.2 Reconciliation between theoretical tax and effective tax

There are tax consolidation agreements, including one in France that includes 23 companies as at 31 December 2017.

Page 254 out of 295

Income tax expense 31/12/2017 31/12/2016 31/12/2015 (Amounts in €k)

Tax payable -3,756 -3,302 -3,018

Deferred taxes 102 -146 242 TOTAL -3,654 -3,448 -2,776

PROOF OF TAXES 31/12/2017 31/12/2016 31/12/2015 (Amounts in €k)

Net income 6,586 8,971 11,088 Neutralisation: => share of income of equity affiliates -63 -190 -2 => tax charge -3,654 -3,448 -2,776 Pre-tax income 10,303 12,609 13,866 Theoretical tax rate 33.33% 33.33% 33.33% Theoretical tax charge -3,434 -4,202 -4,622 Reconciliation => France/Foreign rate differential 272 38 118 => Permanent differences -733 780 1,476 of which unrecognised tax losses for the fiscal year -984 -946 -132 of which Other permanent differences 251 1,726 1,608 => unrecognised losses for the fiscal year 368 107 415 => Other -127 -170 -164 Actual tax expense -3,654 -3,448 -2,776

5.6.3 Nature of deferred taxes

Deferred taxes 31/12/2017 31/12/2016 31/12/2015 01/01/2015 (Amounts in €k)

Total deferred tax assets 5,925 5,314 4,812 5,319 Total deferred tax liabilities 627 774 765 725 Net deferred taxes 5,298 4,540 4,047 4,593

Net loss carryforwards 132 178 986 796 Other temporary differences 1,564 1,275 276 1,017 Deferred tax assets relating to employee benefits 639 634 650 623 Share-based payments 835 267 0 0 Inventory value adjustment 2,127 2,186 2,135 2,158

Page 255 out of 295

5.6.4 Tax losses carried forward

Basic losses carried forward 31/12/2017 31/12/2016 31/12/2015 01/01/2015 (Amounts in €k)

France 9,929 10,126 11,521 10,552 TOTAL 9,929 10,126 11,521 10,552 of which realised 397 533 2,957 2,387

No losses carried forward have been identified abroad.

5.6.5 Tax assets and liabilities due

The tax assets due primarily correspond to over payments on income taxes in France. Tax liabilities due correspond to income taxes payable for the following fiscal year for the Group as a whole.

Page 256 out of 295

5.7 Earnings per share

The basic earnings per share is calculated by dividing the net profit due to the Group’s shareholders by the average weighted number of ordinary shares circulating during the period.

The diluted earnings per share is determined by adjusting the earnings that can be allocated to ordinary shareholders and the weighted average number of ordinary shares in circulation for the effects of all potential diluted ordinary shares.

If in calculating the diluted earnings per share for instruments that provide access to deferred capital an anti-diluting effect is caused, these instruments are not taken into account.

The Group has not issued any diluting or non-diluting instrument for the periods presented. The diluted earnings per share is thus equal to the basic earnings per share.

The chart below presents a calculation of the earnings per share:

BASIC EARNINGS PER SHARE 31/12/2017 31/12/2016 31/12/2015

Income for the fiscal year (in €k) 6,538 8,970 11,088

Average weighted number of shares outstanding 98,752,155 98,752,155 98,752,155 Basic earnings per share (€/share)* 0.07 0.09 0.11 Diluted earnings per share (€/share) 0.07 0.09 0.11

(*) Calculated

No diluting element needs to be recorded for the periods presented.

Page 257 out of 295

6. OFF-BALANCE SHEET COMMITMENTS

6.1 Commercial leases

Terms

The real estate leases granted to the Group have variable terms according to market and country conditions. The current terms vary from 1 to 12 years. These commitments are evaluated for the Group's minimum commitment period as lessee.

Expenses and commitments

The amount of rent recorded at each fiscal year and the commitments through the next possible exit period are analysed as follows:

Commitment until next termination period

Annual rent (excl. Security deposit More than 5 Within 1 year From 1 to 5 years tax) amount (excl. tax) years As at 31 December 2017 22,194 2,879 21,074 47,629 11,915 As at 31 December 2016 20,803 2,429 19,758 42,570 8,623 As at 31 December 2015 20,545 2,407 19,762 47,981 10,357

6.2 Other financial commitments

The Group is only very marginally engaged in the leasing of movable assets (photocopiers, vehicles).

The Group has made or received the following commitments: Off-balance sheet commitments 31/12/2017 31/12/2016 31/12/2015 (Amounts in €k)

Commitments given 2,608 3,022 3,913 Guarantees given in the context of rentals 1,372 1,660 1,948 Pledging of business assets 1,236 1,362 1,965 Commitments received 0 0 0

As at 31 December 2017, the Group held two lines of credit that were not fully used, for a total of €7,655k from the LCL and Cadif banks. They were established at €2,500k as at 31 December 2016.

Page 258 out of 295

7. OTHER INFORMATION

7.1 Related parties

Given the change planned by the Furn-Invest governance, the shareholders and corporate officers of Furn-Invest have been considered related parties in this chapter, as are the members of the management board and the supervisory board of its main subsidiary, Roche Bobois Groupe S.A.

7.1.1 Transactions with related parties

According to IAS 24, “Related Party Disclosures,” a related party is an individual or legal entity that is connected to the entity presenting its financial statements.

This could be any one of the following parties: - a person or company that exercises control over the Group; - an affiliate of the Group; - an important member of the Company's management team (or a member of their family). A transaction with a related party may involve a transfer of merchandise, provision of services, or obligations between the Group and the related party.

The Company has entered leases with companies held by the corporate officers of Furn-Invest: - SCO and Compagnie SNC with capital of €60k, whose registered office is located at 18 rue de Lyon in Paris (75012). Registered in the Paris Trade and Corporate Register under number 331 152 090. - Subsidiaries under Belgian and America law, SCO and Compagnie [SNC]. - Société Immobilière Roche (SIR), a French société anonyme with capital of €500k, whose registered office is located at 16 rue de Lyon in Paris (75012). Registered in the Paris Trade and Corporate Register under number 572 220 697.

RELATED PARTIES 31/12/2017 31/12/2016 31/12/2015 (Amounts in €k)

Operational debt 33 0 0 Current accounts Purchases of goods and services 2,027 2,012 2,010 Sales of goods and services Interest expense

7.1.2 Compensation of managers

The Group has defined and limited the definition of key management according to the principle indicated at the start of paragraph 7.1.

Page 259 out of 295

Manager compensation 31/12/2017 31/12/2016 31/12/2015 (Amounts in €k)

Fixed remuneration 1,090 1,063 1,059 Variable compensation 213 283 279 Profit-sharing agreement 0 11 18 Benefits in kind 32 33 20 Attendance fees 83 83 83 Share-based payments 2,198 955 0 TOTAL 3,616 2,428 1,459

Furthermore, the managers have not benefited from any other long-term or post-employment benefit other than the free allocations of shares.

7.2 Management and assessment of financial risks

Furn-Invest may become exposed to various kinds of financial risks: market risk, credit risk, and liquidity risk. If necessary, Furn-Invest implements simple methods in proportion to its size to minimise the potentially unfavourable effects of these risks on financial performance. Furn-Invest’s policy is not to subscribe to financial instruments for speculative purposes.

7.2.1 Credit risk

The credit risk represents the risk of financial loss for the Group in the event that a customer or counterparty to a financial instrument ends up breaching their contractual obligations.

The Group assesses the solvency risk of its customers. Solvency simultaneously considers the Group's purely internal elements, as well as contextual elements such as its geographic location, overall economic position, and outlook for segment development.

The Group is not exposed to a significant credit risk. This risk is primarily concentrated among its trade receivables. The net book value of the recorded receivables reflects the fair value of the net flows receivable that are estimated by Management, according to the information at the closing date. The Group has not considered guarantees, nor any compensation agreements with liabilities that have the same maturity, to conduct financial asset impairment tests.

There are no significant outstanding financial assets that are not impaired.

The banks with which the Group maintains a relationship have all met the solvency testing requirements prescribed by the EU regulations. • Trade receivables

There is a credit risk insofar as any loss can arise, if a customer cannot honor its commitments within the prescribed time limits. The Group has established credit-risk monitoring of its customers internally.

Page 260 out of 295

To that end, deposits of between 30% and 50% of the amount billed are paid. When a potential exposure to risk has been identified, the Group increases the amount of deposits paid.

7.2.2 Interest rate risk

The interest rate risk is managed by the Group's management in cooperation with the main banking institutions with which it partners. For several fiscal years, the Group's policy has been to carry variable rate debt and to protect a significant portion of the debt against a potential increase in rates. Variable rate loans are mainly taken out at Euribor 3 months plus margin. In this context, firm hedging agreements have been entered for interest rates and swaps. The Group delivers a variable rate and receives a fixed rate.

The financial debt rate structure before applying the derivative rate instruments is described in Note 4.11. Exposure to exchange rate risk after taking derivative financial rate instruments into account is presented in Note 4.11.

Derivative instruments which cover a variable rate debt are classified in the category of cash flow hedges and recorded at their fair value. These contracts concern a total notional value of €3,000k as at 31 December 2017, compared to €2,800k as at 31 December 2016 and €5,600k as at 31 December 2015. Loans were taken out at an interest rate of EURIBOR 3M, compared to a fixed rate of 1.3%.

Their fair value is determined by using the market rates on the closing date of the balance sheet, as provided by the financial institutions; it represents the estimated amount that the Group would have paid or received if it had terminated the contract on the closing date of the balance sheet. The fair value of the cash flow hedge instruments represents at the date of the balance sheet a latent liability of €7k as at 31 December 2017, compared to €19k as at 31 December 2016, and €66k as at 31 December 2015.

The amount of changes in value of these instruments which was recorded in income represents revenue at each fiscal year presented of €12k as at 31 December 2017, revenue of €47k as at 31 December 2016, compared to €51k as at 31 December 2015. The Company does not do any hedge accounting.

7.2.3 Exchange rate risk

The Group is exposed to the risk of a fluctuation in the exchange rates for the commercial and financial transactions that are made in a currency other than the functional currency of the Group entity that records them. • Distribution of revenue in foreign currency

Page 261 out of 295

TURNOVER in foreign currencies 31/12/2017 31/12/2016 31/12/2015 (Amounts in €k)

Euros 152,719 61% 153,870 62% 152,723 63% US Dollars 56,258 23% 54,227 22% 44,081 18% Pounds sterling 18,748 8% 20,303 8% 23,296 10% Swiss Franc 12,219 5% 12,840 5% 13,840 6% Canadian Dollar 8,587 3% 7,197 3% 6,678 3% 248,531 100% 248,438 100% 240,618 100%

• Distribution of expenses in foreign currency

For the Roche Bobois brand, all of the purchases are made in Europe and thus paid for in euros.

For Cuir Center, even the non-European suppliers have prices negotiated in euros and paid for in euros. To that end, the Group has not entered into any exchange rate hedges.

7.2.4 Liquidity risk

The Group does not present a liquidity risk: the available cash as at 31 December 2017 was €28,528k (see Note 4.8). NET DEBT 31/12/2017 31/12/2016 31/12/2015 01/01/2015 (Amounts in €k)

Cash and cash equivalents 29,349 21,376 14,821 12,953

Long-term financial debt -7,664 -5,054 -14,087 -18,775

Short-term financial debt -11,908 -11,797 -10,303 -10,359

Net debt 9,777 4,525 -9,569 -16,181

Furthermore, the Group has the following financial means:

1/ The Group has an overdraft line of credit totalling €9M with BNP Paribas, CIC, HSBC, LCL, and CA IDF. 2/ As at 31 December 2017, two of the loans taken out were subject to covenants (€20M). They were respected as at 31 December 2017.

Risks induced by early repayment clauses due to financial ratios as at 31 December 2017

The Group's medium-term financing contains clauses (covenants) that impose compliance with financial ratios. These covenants are tested at each annual close:

Page 262 out of 295

For the LCL line of €15M, the ratio is as follows: Consolidated net debt/consolidated EBITDA with a limit of 2.

For the CADIF line of €5M: - R1 financial ratio: Gross financial debt/EBITDA with a limit of 1.5 to be respected as at 31 December 2017; - R2 financial ratio: Free cash flow/servicing of debt greater than 1 to be respected as at 31 December 2017; - R3 financial ratio: Net financial debt/Equity with a limit of 0.8 to be respected as at 31 December 2017.

The aggregates used to calculate the ratios above are clearly defined in the loan agreements in reference to the consolidated financial statements prepared based on the French standards (Rule CRC 99-02 on consolidated financial statements) for the testing of covenants for the fiscal years presented in the notes.

Failure to comply with these ratios allows the lender concerned to demand early repayment of the loan. As at 31 December 2017, the Group had complied with the set ratios.

7.3 Auditors’ fees

AUDITORS' FEES 2017 Fiscal Year 2016 Fiscal Year 2015 Fiscal Year Mazars Grant Thornton Mazars TBA auditors Mazars TBA auditors (Amounts in €k) Amount Amount Amount Amount Amount Amount excluding % excluding % excluding % excluding % excluding % excluding % VAT VAT VAT VAT VAT VAT Certification and limited review of individual and consolidated financial statements -Issuer 91 30% 39 87% 16 5% 7 21% 16 5% 7 22% - Fully consolidated subsidiaries 199 65% 6 13% 269 95% 26 79% 280 95% 25 78% - Sub-total 290 45 285 33 295 32 Services other than account certification -Issuer 15 5% - 0% - 0% - 0% - 0% - 0% - Fully consolidated subsidiaries - 0% - 0% - 0% - 0% - 0% - 0% Sub-total 15 - - - - - Total fees 305 100% 45 100% 285 33 100% 295 32 100%

Audit and other services, which are not rendered by members of the networks cited above, are established as follows:

- As at 31 December 2017: €103k - As at 31 December 2016: €130k - As at 31 December 2015: €111k

7.4 Scope of consolidation of the Group

As at 31 December 2017, the Group had 78 entities (including Furn-Invest) which were fully consolidated, plus two entities that were recorded by the equity method.

Page 263 out of 295

Following the capital increase of Roche Bobois Groupe in 2017 connected to the free share plan, the Furn-Invest Group diluted its interest by 1% for the 2017 fiscal year.

- Scope of Cuir Center and other brands

2017 2016 2015 2014 Consolidation Consolidation Consolidation Consolidation Entity Country Business Method % stake Method % stake Method % stake Method % stake

ESPACE CUIR PARIS FRANCE Operations Full (FC) 94.49 Full (FC) 95.44 Full (FC) 95.44 Full (FC) 95.44 MONDE DU CUIR FRANCE Operations Full (FC) 94.49 Full (FC) 95.44 Full (FC) 95.44 Full (FC) 94.44 CUIR NO.1 FRANCE Operations Full (FC) 94.49 Full (FC) 95.44 Full (FC) 95.44 Full (FC) 95.44 LA COMPAGNIE DU CANAPE FRANCE Operations Full (FC) 88.48 Full (FC) 48.87 Full (FC) 48.87 Full (FC) 48.87 MAGIE BLANCHE FRANCE Operations Full (FC) 94.49 Full (FC) 76.35 Full (FC) 76.35 Full (FC) 76.35 VAROISE DU CUIR FRANCE Operations Full (FC) 94.49 Full (FC) 95.44 Full (FC) 95.44 Full (FC) 95.44 CUIR 3000 FRANCE Operations Full (FC) 94.49 Full (FC) 95.44 Full (FC) 95.44 Full (FC) 95.44 CREA 3 FRANCE Operations Full (FC) 94.49 Full (FC) 95.44 Full (FC) 95.44 Full (FC) 95.44 DECO CENTER 76 FRANCE Operations Full (FC) 94.49 Full (FC) 95.44 Full (FC) 95.44 Full (FC) 95.44 COMPTOIR int. DU CUIR FRANCE Operations Full (FC) 94.49 Full (FC) 95.44 Full (FC) 95.44 Full (FC) 95.44 SABJ FRANCE Operations Full (FC) 94.49 Full (FC) 99.77 Full (FC) 99.77 Full (FC) 99.77 CUIR CENTER INTERNATIONAL FRANCE Franchise Full (FC) 94.49 Full (FC) 94.83 Full (FC) 94.83 Full (FC) 94.83 ESPACE CUIR BRUXELLES BELGIUM Operations Full (FC) 94.49 Full (FC) 94.71 Full (FC) 94.71 Full (FC) 94.71 DECO CENTER 57/54 FRANCE Operations Full (FC) 94.49 Full (FC) 95.44 Full (FC) 95.44 Full (FC) 95.44 (Equity (Equity DECOCENTER ESSONE FRANCE Operations (Equity affiliate) 47.24 affiliate) 47.48 (Equity affiliate) 47.48 affiliate) 47.48 (Equity (Equity DECO CENTER 95 FRANCE Operations (Equity affiliate) 47.24 affiliate) 47.42 (Equity affiliate) 47.42 affiliate) 47.42 LA MAISON COLONIALE INTERNA FRANCE Franchise Full (FC) 98.79 Full (FC) 99.87 Full (FC) 99.87 Full (FC) 99.87 DECO CENTER 75 FRANCE Operations Merger 2017 CCI Paris Full (FC) 95.44 Full (FC) 95.44 Full (FC) 95.44

Page 264 out of 295

- Scope of Roche Bobois Brand - 2017 2016 2015 2014 Consolidation Consolidation Consolidation Consolidation Entity Country Business Method % stake Method % stake Method % stake Method % stake FURN-INVEST FRANCE Holding Parent company ROCHE BOBOIS GROUPE SA FRANCE Holding Full (FC) 98.88 Full (FC) 99.87 Full (FC) 99.87 Full (FC) 99.87

EDAC FRANCE Operations Full (FC) 98.79 Full (FC) 99.78 Full (FC) 99.78 Full (FC) 99.78 INTERIEUR 92 FRANCE Operations Full (FC) 98.79 Full (FC) 99.78 Full (FC) 99.78 Full (FC) 99.78 DMC FRANCE Operations Full (FC) 98.79 Full (FC) 99.78 Full (FC) 99.78 Full (FC) 99.78 BOBOIS D'AUJOURDHUI FRANCE Operations Full (FC) 98.79 Full (FC) 99.78 Full (FC) 99.78 Full (FC) 99.78 INTERIEUR 37 FRANCE Operations Full (FC) 98.73 Full (FC) 99.74 Full (FC) 99.74 Full (FC) 99.74 BOIS MEUBLES 73 FRANCE Operations Merger 2017 RBI Paris Full (FC) 69.85 Full (FC) 69.85 Full (FC) 69.85 INTERIEUR 84 FRANCE Operations Full (FC) 98.79 Full (FC) 99.78 Full (FC) 99.78 Full (FC) 99.78 INTERIEUR 38 FRANCE Operations Full (FC) 98.79 Full (FC) 99.78 Full (FC) 99.78 Full (FC) 66.78 INT.CONTEMPORAIN FRANCE Operations Full (FC) 98.79 Full (FC) 81.01 Full (FC) 81.01 Full (FC) 81.01 FROM FRANCE Operations Full (FC) 98.79 Full (FC) 99.78 Full (FC) 99.78 Full (FC) 99.78 MARTEL SOLEIL FRANCE Operations Full (FC) 98.79 Full (FC) 99.78 Full (FC) 99.78 Full (FC) 99.78 INTERIEUR 83 FRANCE Operations Full (FC) 98.79 Full (FC) 99.77 Full (FC) 99.77 Full (FC) 99.77 INTERIEUR 68 FRANCE Operations Full (FC) 98.79 Full (FC) 99.77 Full (FC) 99.77 Full (FC) 99.77 CDC FRANCE Operations Full (FC) 98.79 Full (FC) 99.78 Full (FC) 99.78 Full (FC) 99.78 SEMLA FRANCE Operations Full (FC) 50.38 Full (FC) 50.88 Full (FC) 50.88 Full (FC) 50.88 D.A.N. SL SPAIN Operations Full (FC) 98.79 Full (FC) 99.78 Full (FC) 99.78 Full (FC) 99.78 IDAC BELGIUM Operations Full (FC) 97.80 Full (FC) 98.78 Full (FC) 98.78 Full (FC) 98.78 VEDAC CANADA Operations Full (FC) 98.79 Full (FC) 99.78 Full (FC) 99.78 Full (FC) 99.78 VIVA UNITED STATES Operations Full (FC) 98.79 Full (FC) 99.78 Full (FC) 99.78 Full (FC) 99.78 OBJETS et FONCTIONS SWITZERLAND Operations Full (FC) 98.79 Full (FC) 99.78 Full (FC) 99.78 Full (FC) 99.78 COXBURY GREAT BRITAIN Operations Full (FC) 88.91 Full (FC) 89.80 Full (FC) 89.80 Full (FC) 89.80 INPALA UNITED STATES Operations Full (FC) 98.79 Full (FC) 99.78 Full (FC) 99.78 Full (FC) 99.78 DIVA UNITED STATES Operations Full (FC) 98.79 Full (FC) 99.78 Full (FC) 99.78 Full (FC) 99.78 LA MAISON FRANCAISE ITALY Operations Full (FC) 88.91 Full (FC) 89.80 Full (FC) 89.80 Full (FC) 89.80 EUROPEAN CALIFORNIA UNITED STATES Operations Full (FC) 98.79 Full (FC) 99.78 Full (FC) 99.78 Full (FC) 99.78 MUNPAR GERMANY Operations Full (FC) 98.79 Full (FC) 99.78 Full (FC) 99.78 Full (FC) 99.78 DUSSPAR GERMANY Operations Full (FC) 98.79 Full (FC) 99.78 Full (FC) 99.78 Full (FC) 99.78 ORANGE COAST UNITED STATES Operations Full (FC) 98.79 Full (FC) 99.78 Full (FC) 99.78 Full (FC) 99.78 ANVERS DU DECOR BELGIUM Operations Full (FC) 97.67 Full (FC) 98.64 Full (FC) 98.64 Full (FC) 98.64 SERENITY GREAT BRITAIN Operations Full (FC) 88.91 Full (FC) 89.80 Full (FC) 89.80 Full (FC) 89.80 SOPHIM FRANCE Property Full (FC) 98.79 Full (FC) 99.87 Full (FC) 99.87 Full (FC) 99.87 INTERIEUR 76 FRANCE Operations Full (FC) 98.79 Full (FC) 99.78 Full (FC) 99.78 Full (FC) 99.78 SCI GALLOIS DE REGARD FRANCE Property Full (FC) 98.79 Full (FC) 99.87 Full (FC) 99.87 Full (FC) 99.87 PARITALIA ITALY Property Full (FC) 98.79 Full (FC) 99.87 Full (FC) 99.87 Full (FC) 99.87 ROCHE BOBOIS INTERNATIONAL FRANCE Franchise Full (FC) 98.79 Full (FC) 99.78 Full (FC) 99.78 Full (FC) 99.78 ROCHE BOBOIS SPAIN SPAIN Franchise Full (FC) 98.79 Full (FC) 99.87 Full (FC) 99.87 Full (FC) 99.87 ROCHE BOBOIS ITALY ITALY Franchise Full (FC) 88.91 Full (FC) 89.80 Full (FC) 89.80 Full (FC) 89.80 ROCHE BOBOIS USA UNITED STATES Franchise Full (FC) 98.79 Full (FC) 99.87 Full (FC) 99.87 Full (FC) 99.87 LEIMAG FRANCE Services Full (FC) 96.64 Full (FC) 97.30 Full (FC) 97.30 Full (FC) 97.30 GIE SERVOGEST FRANCE Services Full (FC) 98.79 Full (FC) 98.79 Full (FC) 98.79 Full (FC) 98.79 TONYMO UNITED STATES Operations Full (FC) 98.79 Full (FC) 99.87 Full (FC) 99.87 Full (FC) 99.87 PARIZONA UNITED STATES Operations Full (FC) 93.85 Full (FC) 94.91 Full (FC) 94.79 Full (FC) 94.79 ACTUAL LINE SPAIN Operations Full (FC) 98.79 Full (FC) 99.78 Full (FC) 99.78 Full (FC) 99.78 TOLITO UNITED STATES Operations Full (FC) 98.79 Full (FC) 99.87 Full (FC) 99.87 Full (FC) 99.87 YING YANG GREAT BRITAIN Operations Full (FC) 88.91 Full (FC) 89.80 Full (FC) 89.80 Full (FC) 89.80 AMSTER FURNITURE NETHERLANDS Operations Full (FC) 98.79 Full (FC) 99.78 Full (FC) 99.78 Full (FC) 99.78 NUEVA ERA SPAIN Operations Full (FC) 98.79 Full (FC) 99.78 Full (FC) 99.78 Full (FC) 99.78 INTERIEUR 57/54 FRANCE Operations Full (FC) 98.79 Full (FC) 99.78 Full (FC) 99.78 Full (FC) 99.78 TOSHIGO UNITED STATES Operations Full (FC) 98.88 Full (FC) 99.87 Full (FC) 99.87 Full (FC) 99.87 GIE INTER SERVICE FRANCE Services Full (FC) 98.79 Full (FC) 99.87 Full (FC) 99.87 Full (FC) 99.87 OLISSIPO DESIGN PORTUGAL Operations Full (FC) 98.79 Full (FC) 99.78 Full (FC) 99.78 Full (FC) 99.78 RBNY2 UNITED STATES Operations Full (FC) 98.79 Full (FC) 99.78 Full (FC) 99.78 Full (FC) 99.78 ICORA UNITED STATES Operations Full (FC) 98.79 Full (FC) 99.78 Full (FC) 99.78 Full (FC) 99.78 BRAVA UNITED STATES Operations Full (FC) 98.79 Full (FC) 99.78 Full (FC) 99.78 Full (FC) 99.78 PALMITA UNITED STATES Operations Full (FC) 98.79 Full (FC) 99.78 Full (FC) 99.78 Full (FC) 99.78 VERA UNITED STATES Operations Full (FC) 98.79 Full (FC) 99.78 Full (FC) 99.78 Full (FC) 99.78 NAPA UNITED STATES Operations Full (FC) 98.79 Full (FC) 99.87 Full (FC) 99.87 Full (FC) 99.87 PARLOIRE FRANCE Services Full (FC) 50.38 Full (FC) 50.88 Full (FC) 50.88 Full (FC) 50.88 AVITA UNITED STATES Operations Full (FC) 98.79 Full (FC) 99.87 Full (FC) 99.87 PARAMUS UNITED STATES Operations Full (FC) 98.79 Full (FC) 99.78 RBPASADENA UNITED STATES Operations Full (FC) 98.79 Full (FC) 99.78 LA MAISON LOMBARDIA ITALY Operations Full (FC) 98.79 CREAFURN FRANCE Services Full (FC) 98.79 Full (FC) 99.87 Full (FC) 99.87 Full (FC) 99.87 RBR CIE FRANCE Operations Merged into RBI Paris in 2016 Full (FC) 99.75 Full (FC) 99.75 SNC SERVOGEST FRANCE Operations Merged into MARTEL SOLEIL in 2016 Full (FC) 99.78 Full (FC) 99.78 TOTEM FRANCE Operations Merged into CCI PARIS in 2016 Full (FC) 95.44 Full (FC) 95.44 ADIC FRANCE Operations Merged into EDAC in 2015 Full (FC) 99.78 MDA FRANCE Operations Merged into INTERIEUR 54/57 in 2015 Full (FC) 99.78 DESIGN CENTER FRANCE Operations Merged into CCIP in 2015 Full (FC) 95.44 ALSAPAR FRANCE Operations Merged into DECO CENTER 54/57 in 2015 Full (FC) 95.44 CIE ARMORICAINE DU SIEGE FRANCE Operations Merged into CCI Paris in 2015 Full (FC) 95.44 DECO CENTER 91 FRANCE Operations Merged into CCI Paris in 2015 Full (FC) 47.48

Page 265 out of 295

7.5 Reconciliation between the IFRS financial statements and the consolidated financial statements in accordance with French standards

IFRS 1 requires applying IFRS at a transition date corresponding to the opening of the first comparative fiscal year presented. The Group thus considered, for the sole purpose of the financial reporting, the transition date to be 1 January 2015. It completed its first consolidated financial statements in accordance with IFRS on 31 December 2017.

In conformity with IAS 1 - “Presentation of Financial Statements,” the Group presented its balance sheet distinguishing between current and non-current parts of assets and liabilities. As concerns the income statement, the Group chose to present the operating income and expenses by type.

The Group’s consolidated financial statements, which were prepared according to IFRS, differ on certain points from those established according to French accounting principles, which are the applicable guidelines, given the Group's domicile, and the nature of the Group's legal accounts.

The first financial statements in accordance with IFRS were prepared starting on the transition date, as if the IAS/IFRS standards had always been applied, with the exception of certain optional exemptions provided for by IFRS 1 - “First-Time Adoption of International Financial Reporting Standards.”

An analysis of these exemptions led the Group to not apply IFRS 3 retrospectively to the business groupings that occurred before the transition date. The main differences are presented in the charts below.

a) In accordance with IFRS 1, the goodwill recorded following the repurchase of minority shares of Roche Bobois Groupe was cancelled on 1 January 2015 with a corresponding entry under equity. The amortisation relating to goodwill was likewise cancelled for the 2015 and 2016 fiscal years. b) The amounts relating to the repurchase of regions (buyback indemnities paid to franchises) which were recorded under intangible assets were cancelled on 1 January 2015 with a corresponding entry under equity. Amortisation of business capital for the following fiscal year was included. c) In accordance with IFRS 15, the commissions received from suppliers for purchases of franchised stores were recognised under revenue. For owned stores, commissions are considered to be part of the purchase price of the products, and were recognised as a reduction of purchases. d) Prepaid expenditures linked to advertising expenses were recorded directly in expenses and no longer spread out over their useful lives. Rent-free periods, according to IAS 17 were in turn spread over the term of the contract. Forehand rent was also reclassified under prepaid expenses for the estimated term of the lease. e) After applying IFRS 10, both companies, which were fully consolidated under the previous guidelines, were recorded using the equity method.

Page 266 out of 295

f) In accordance with IAS 19R, the Company recorded actuarial differences as a reduction of equity under “other comprehensive income,” net of deferred taxes. g) In accordance with IAS 8, an additional impairment for inventories was recorded. h) Historic amounts, intragroup and primarily balance-sheet related, were presented in the financial statements. They were cancelled at the Group's transition date to IFRS. i) In accordance with IAS 12, deferred taxes were adjusted based on restatements made as part of the transition. The position on deferred taxes concerning losses eligible to be carried forward were reviewed at the time of transition, and adjusted at opening according to their future recoverability to three years. j) The fair value measurement (rate swap) was valued in compliance with IAS 39. k) In accordance with IFRS 2, an analysis of the Group's obligation to buy back shares from its officers, which were obtained under a free share plan, led to the recording of a debt measured at fair value. l) Provisions for additional risk were recorded in compliance with IAS 36. m) All of these transactions resulted in reclassifications between the Group share and non- controlling share.

Chart reconciling 99-02 consolidated net income with IFRS net income (in €k)

Restatements Note 31/12/2016 31/12/2015 Consolidated net income in CRC 99-02 (Group share) 11,235 10,603

Adjustment of goodwill a) 76 463 Cancellation of land purchases b) -27 396

Supplier commissions c) -387 57 Integration of supplier commissions in the cost price Leveling out of key money and rent allowances d) -398 -365 Application of IFRS 10 e) 0 0 Transition from full consolidation to equity method Application of IAS 19R f) -209 4 Actuarial gains and losses classified in Other comprehensive income Inventory impairment adjustments * g) -8 16

Cancellation of historical entries * h) 0 -291

Deferred taxes* i) 323 63

Swap accounting j) 48 51 Share-based payments cash settled k) -956 0 Additional provisions for risks* l) -732 0

IFRS net income (Group share) 8,964 10,998 Other comprehensive income (Group share) -234 1,816 IFRS comprehensive income (Group share) 8,730 12,814 *In accordance with IAS 8, some errors were noted and corrected at the time of transition.

Page 267 out of 295

Chart reconciling 99-02 consolidated equity with IFRS equity (in €k): Restatements Note 31/12/2016 31/12/2015 01/01/2015 Consolidated shareholders' equity in CRC 99-02 (Group share) 71,648 61,625 49,629 Adjustment of goodwill a) -858 -934 -1,397

Cancellation of land purchases b) -2,003 -1,975 -2,371

Supplier commissions c) -4,466 -4,079 -4,137 Decrease in inventory value Leveling out of key money and rent allowances d) -752 -354 12

Application of IFRS 10 e) -319 -319 -319 Transition from full consolidation to equity method Application of IAS 19R f) -208 80 39 Actuarial gains and losses classified in Other comprehensive income Inventory impairment adjustments * g) -2,282 -2,274 -2,290

Cancellation of historical entries* h) 807 807 1,098

Deferred taxes* i) -95 -418 -482

Swap accounting j) -19 -66 -117

Share-based payments cash settled k) -956 0 0

Additional provisions for risks* l) -732 0 0

Reclassification of Group/minority shareholdings m) 243 147 640

IFRS shareholders’ equity (Group share) 60,010 52,240 40,305

*In accordance with IAS 8, some errors were noted, and corrected at the time of transition.

Page 268 out of 295

Opening balance sheet: shift from consolidated financial statements in accordance with French standards to IFRS

01/01/2015 Leveling out of Inventory Cancellation of Adjustment of Cancellation of Supplier Application of Application of 01/01/2015 French key money and impairment historical Deferred taxes Swap accounting Reclassifications goodwill land purchases commissions IFRS 10 IAS 19R IFRS standards standards rent allowances adjustments * entries*

ASSETS Amounts in €k Goodwill on acquisition 6,365 -1,636 4,730 Intangible assets 5,183 -2,371 -73 2,739 Property, plant and equipment 31,528 -177 31,351 Other financial assets 2,945 -79 32 2,898 Investments in equity affiliates 0 1,223 3 -1 1,225 Other non-current assets 0 748 748 Deferred tax assets 0 -41 -309 5,669 5,319 Total non-current assets 46,022 -1,636 -2,371 0 0 854 3 32 -310 6,417 49,011

Inventories 60,252 -4,137 -468 -2,290 53,357 Customers and related accounts 18,109 -30 18,079 Other receivables 18,240 123 -68 493 -6,672 12,117 Current tax assets 0 0 Cash and cash equivalents 14,523 -1,569 12,953

Total current assets 111,124 0 0 -4,137 123 -2,136 0 -2,290 493 0 -6,672 96,506

Total assets 157,145 -1,636 -2,371 -4,137 123 -1,282 3 -2,290 525 -310 0 -255 145,516

LIABILITIES

Shareholders’ equity Capital 49,376 49,376 Issuance premium 66,792 66,792 Reserves (including other comprehensive income) -66,539 -1,397 -2,371 -4,137 12 -319 39 -2,290 1,098 -482 -117 640 -75,864

Shareholders’ equity 49,629 -1,397 -2,371 -4,137 12 -319 39 -2,290 1,098 -482 -117 640 40,305

minority interests 1,540 -762 -601 177

Total shareholders’ equity 51,169 -1,397 -2,371 -4,137 12 -1,081 39 -2,290 1,098 -482 -117 39 40,482

Non-current financial debt 27,091 -120 1,230 -9,426 18,775 Goodwill on acquisition liabilities 239 -239 0 Commitments to employees 2,020 -110 -36 -1,874 0 Non-current liabilities 573 1,868 2,441 Provisions for deferred tax liabilities 172 553 725 Other non-current liabilities 0 -2 117 -116 0 Non-current liabilities 29,924 -239 0 0 0 -232 -36 0 1,230 172 117 -8,995 21,942

Provisions 0 Customer advances and down payments received 27,675 -259 27,416 Trade payables and related accounts 27,551 30 -1,082 26,499 Current financial debt 933 9,426 10,359 Current tax liabilities 560 560 Tax and social security liabilities 1,064 10,376 11,440 Other current liabilities 19,762 112 -2,736 -10,320 6,817 Current liabilities 76,052 0 0 0 112 31 0 0 -1,803 0 0 8,701 83,092 Total liabilities 157,145 -1,636 -2,372 -4,137 124 -1,282 3 -2,290 525 -310 0 -255 145,516

Page 269 out of 295

20.2 Statutory Auditors’ report on the consolidated financial statements for the fiscal years ended 31 December 2015, 31 December 2016, and 31 December 20177

FURN-INVEST

Statutory Auditors’ report on the consolidated financial statements

Fiscal years ended 31 December 2017, 2016, and 2015

GRANT THORNTON MAZARS

GRANT THORNTON

R EGISTERED OFFICE: 29, RUE DU P ONT - 92200 N EUILLY- SUR- S EINE T EL.: +33 (0)1 41 25 85 85

FRENCH PUBLIC ACCOUNTING AND AUDITING SOCIÉTÉ ANONYME REGISTERED WITH THE ASSOCIATION OF THE PARIS ILE DE FRANCE REGION AND A MEMBER OF THE REGIONAL ASSOCIATION OF VERSAILLES

CAPITAL OF €2,297,184 - NANTERRE TRADE AND CORPORATE REGISTER NO. 632 013 84

MAZARS

R EGISTERED OFFICE: 61, RUE H ENRI R EGNAULT - 92075 PARIS LA DÉFENSE CEDEX T EL.: +33 (0)1 49 97 60 00 - F AX: +33 (0)1 49 97 60 01

FRENCH PUBLIC ACCOUNTING AND AUDITING SOCIÉTÉ ANONYME WITH A MANAGEMENT BOARD AND SUPERVISORY BOARD

CAPITAL OF €8,320,000 - NANTERRE TRADE AND CORPORATE REGISTER NO. 784 824 153

FURN-INVEST

French Société par actions simplifiée with capital of €49,376,078 Registered office: 18 rue de Lyon 75012 Paris PARIS TRADE AND CORPORATE REGISTER 493 229 280

Statutory Auditors’ report on the consolidated financial statements

Fiscal years ended 31 December 2017, 2016, and 2015

GRANT THORNTON MAZARS

Statutory Auditors’ report on the consolidated financial statements

To the general shareholders' meeting of Furn-Invest,

As auditors of FURN INVEST, and in application of (EC) Regulation No. 809/2004, as part of the public offering and admittance of the shares to trading on the regulated market of Euronext Paris, we conducted an audit of the consolidated financial statements of FURN INVEST relating to the fiscal years ended 31 December 2017, 2016, and 2015, which were prepared for the purposes of the Document de base and presented in conformity with the IFRS guidelines as adopted in the European Union, as attached to this report.

These consolidated financial statements were prepared under the responsibility of the Chairman. It is our responsibility, based on our audit, to express an opinion on these financial statements.

We conducted our audit according to the professional standards applicable in France and the professional standards of the Compagnie nationale des commissaires aux comptes relating to this engagement. These standards require us to implement procedures that allow us to obtain reasonable assurance that the consolidated financial statements do not contain any material misstatements. An audit consists of checking, on a test basis or through other means, the evidence justifying the amounts and information that appear in these financial statements. It also consists of assessing the accounting principles followed, the significant estimates used, and the presentation of the financial statements as a whole. We believe that the evidence we have collected is sufficient and appropriate to form the basis of our opinion.

In our opinion, the consolidated financial statements prepared for the purposes of the Document de base, accurately present, in all significant aspects, and with regard to IFRS, as adopted in the European Union, the assets and financial position of FURN INVEST as at 31 December 2017, 2016, and 2015, as well as the overall result established by the people and entities included under the scope of consolidation for each of the fiscal years ended on these dates.

Issued in Neuilly-sur-Seine and Courbevoie, 22 May 2018

Statutory Auditors

GRANT THORNTON

SOLANGE AIACHE

MAZARS

CHARLES DESVERNOIS

20.3 Dividend distribution policy

The Company has distributed dividends to its shareholders during each of the last three years. In addition, the Company’s Shareholders’ Meeting decided (i) to distribute €5,036k in reserves on 19 March 2018 and (ii) to distribute €9,974k in dividends on 30 May 2018.

It intends to continue this policy in the future by each year offering shareholders, at the time of the annual ordinary shareholders’ meeting, dividends of between 30% and 40% of the Group's consolidated net income during the last fiscal year ended.

20.4 Legal and arbitration proceedings

At the date of the Document de Base, the Company was not aware of any governmental, judicial or arbitration proceedings that were pending or by which the Group was threatened, that would be likely to have or that have had significant effects on the Group’s financial position or profitability during the last 12 months, with the exception of:

- a class action brought by three employees in California regarding salary and work time for Roche Bobois’ alleged noncompliance with the legal, contractual and regulatory provisions that notably apply to commission plans, contractual minimums, and paid overtime and time off. The plaintiffs initially filed the case before the Los Angeles County Superior Court, Central Civil West Complex Division. Nevertheless, they added a federal claim, and it was transferred to Federal Court, which will hear the case. An initial hearing has been set for 2 July 2018, during which a procedural calendar will be set by the judge after having spoken with the parties. It is not currently known when the case will be heard and judged. Incidentally, the federal judge ordered the parties to meet to try and find an out-of-court solution (“Alternative Dispute Resolution”). The Company allocated USD900k for this dispute in its 2017 annual financial statements.However, it cannot rule out the possibility that this allocation could be insufficient.

- an intellectual property dispute with the heirs of painter Victor Vasarely (see Section 11.3 of this Document de Base); the Company allocated €100k for this dispute in its 2017 annual financial statements; it may turn out that this allocation is insufficient, however.

20.5 Material change in commercial or financial position

With the exception of what is described in the Document de Base, to the Company’s knowledge, there were no material changes in the Group's commercial or financial position since 31 December 2017.

21. ADDITIONAL INFORMATION

21.1 Share capital

21.1.1 Amount of share capital

At the date of the Document de Base, the Company’s share capital was €49,376,080, divided into 9,875,216 shares, each having a par value of €5, fully paid-up. Share capital is broken down in detail in Section 18.1 above.

21.1.2 Non-equity securities

None.

21.1.3 Company share buyback

At the date of the Document de Base, the Company did not hold any of its shares, nor were any Company shares held by a third party on its behalf.

A combined Company Shareholders’ Meeting held on 30 May 2018 authorised the management board to implement, for a period of eighteen (18) months from the meeting, a plan to buy back the Company's shares under the provisions of Articles L. 225-209 et seq. of the French Commercial Code and under the market practices authorised by the Autorité des marchés financiers (AMF), subject to the condition precedent of the Company's shares being listed on the regulated market of Euronext in Paris.

The main terms of this authorisation were as follows:

- maximum number of shares that may be purchased: 10% of the total number of shares, noting that (i) when the shares are vested with the goal of promoting the liquidity of the Company's shares, the number of shares taken into account to calculate this limit will correspond to the number of shares purchased, having deducted the number of shares resold during the authorisation term and (ii) when they are vested to be held and subsequently remitted as payment or in exchange as part of a merger, division, or contribution, the number of shares vested may not exceed 5% of the total number of shares;

- objectives of the share buyback:

o to ensure the liquidity of the Company's shares as part of a liquidity agreement to be entered into with an investment service provider, in accordance with an ethics charter recognised by the AMF;

o to honour obligations related to plans for share purchase options, free share allocations, employee savings, or other allocations of shares to employees and officers of the Company or companies that are related thereto;

o to remit shares in the exercise of rights connected to securities that provide access to capital;

o to purchase shares to be held and subsequently traded, or provided as payment as part of any external growth transactions, in accordance with the market practices approved by the AMF; or

o more generally, to work towards any goal that is authorised by law or engage in any market practice that is approved by the market authorities, noting that, in such case, the Company would inform its shareholders in a press release;

- maximum purchase price (excluding fees and commissions): 300% of the price per share adopted within the context of the Company being listed on the regulated market of Euronext in Paris (as this price is noted in the Company press release relating to the definitive features of the public offering of shares and their admission for trading on this market).

- maximum amount of funds that can be allotted for share buyback: €10 million

The repurchased shares may be cancelled.

21.1.4 Securities giving access to capital

At the date of the Document de Base, the Company has not issued any securities or other instruments that provide access to a share in the capital. The management board of Roche Bobois Groupe SA, the Company’s main subsidiary, nevertheless decided at its meeting on 28 July 2016 to allocate free shares of Roche Bobois Groupe SA to Guillaume Demulier, Gilles Bonan, and Eric Amourdedieu (see Table No. 10 below in Chapter 15 of the Document de Base).

21.1.4.1 Summary of dilutive instruments

None.

21.1.5 Authorised capital

The chart below summarises the various financial delegations that were granted to the management board by the Combined General Shareholders’ Meeting of the Company held on 30 May 2018:

Valid term/ Procedures for Cap (par determining value) Expiration price date

Delegation of authority to be granted to the management board to increase the capital by issuing ordinary shares or any securities that provide 26 months €10,000,000 (1) - immediate or future access to the capital, maintaining preferential subscription rights (29th resolution)*

Delegation of authority granted to the management board to increase capital by issuing ordinary shares or any securities that provide immediate or future access 26 months €10,000,000 (1) Refer to (2) to the capital, eliminating the preferential subscription right of shareholders and thereby offering the public the ability to establish a priority right (30th resolution)

Valid term/ Procedures for Cap (par determining value) Expiration price date

Delegation of authority to be granted to the management board to increase capital by issuing €10,000,000 (1) ordinary shares or any securities that provide within the limit immediate or future access to the capital, eliminating of 20% of the 26 months Refer to (3) the preferential subscription rights to the benefit of share capital qualified investors or a limited pool of investors per period of 12 indicated under Article L. 411-2 (II) of the French months Monetary and Financial Code (31st resolution)*

Delegation of authority granted to the management board to increase the number of shares to be issued in within the limit the event of a capital increase with or without of 15% of the Same price as 26 months preferential subscription rights that is carried out by initial issue (1) initial issue virtue of the aforementioned delegations (32nd (4) resolution)

Authorisation to be granted to the management board, if shares or any securities are issued, without within the limit preferential subscription rights of shareholders, setting 26 months of 10% of the Refer to (5) the issue price within the limit of 10% of the share share capital capital, and within the limits prescribed by the General Shareholders’ Meeting (33rd resolution)*

Delegation of authority granted to the management board to issue ordinary shares and securities that provide access to the Company’s capital, in case of a 26 months €15,000,000 (1) public offering that entails an exchange component initiated by the Company (34th resolution)*

€15,000,000, up to the limit of Delegation of power to be granted to the management 10% of the board to increase capital in order to pay contributions share capital, as in kind of equity securities or securities that provide 26 months it exists at the access to the capital of third party companies outside a date of the public exchange offer (35th resolution)* operation considered

Delegation of authority to be granted to the management board to increase the capital through premiums, reserves, profits, or other, by issuing and allotting free shares, or by raising the par value of 26 months €2,000,000 - existing shares, or by using a combination of these two processes (37th resolution)*

Valid term/ Procedures for Cap (par determining value) Expiration price date

Authorisation to be given to the management board to grant share subscription or purchase options under the 148,128 shares 38 months Refer to (7) provisions of Articles L. 225-177 et seq. of the French (6) Commercial Code (38th resolution)

Authorisation to be given to the management board to allot existing or future free shares under the provisions 148,128 shares 38 months - of Articles L. 225-197-1 et seq. of the French (6) Commercial Code (39th resolution)

Authorisation to be given to the management board in 10% of share 10% of share view of the Company's share buyback 18 months capital capital (27th resolution)*

Authorisation to be given to the management board in 10% of the 10% of the share view of reducing share capital through the cancellation share capital 18 months capital per 24- of shares, as part of the authorisation to buy back its per 24-month month period own shares (28th resolution)* period

*Subject to the non-retroactive condition precedent, of the completion of the planned IPO

1) These amounts are not cumulative. The maximum cumulative cap authorised by the general meeting for capital increases, as concerns par value, has been set at €10,000,000. The total nominal amount of issues of securities representing claims against the Company which provide access to its capital may not, in turn, exceed €75,000,000. This cap does not apply to the debt securities indicated in Articles L. 228-40, L. 228-36-A, and L. 228-92, paragraph 3 of the French Commercial Code, for which issuance would be decided or authorised by the management board under the conditions provided for by Article L. 228-40 of the French Commercial Code or, in other cases, under the conditions the Company determines in conformity with the provisions of Article L. 228-36-A of the French Commercial Code.

(2) The issue price shall be determined as follows: as concerns the capital increase to be made when the Company’s shares are admitted for trading on the regulated market of Euronext in Paris, the subscription price for a new share shall be determined by comparing the share offer and subscription requests issued by investors as part of the so-called “order book construction”, subsequent to the Company's shares being admitted for trading on the regulated market of Euronext in Paris and the initial listing, the share issue price shall be at least equal to the weighted average of the last three trading sessions preceding its determination, and where appropriate, less the discount authorised by the legislation (i.e. currently, 5%) and adjusted for any difference in the date of use, noting

that the issue price of the securities providing access to the capital shall be the amount immediately collected by the Company, plus, where necessary, the amount that it could subsequently collect, i.e. for each share issued as a result of the issuance of these securities, at least equal to the issue price defined above;

(3) The issue price of the shares shall be at least equal to the weighted average of the last three trading sessions preceding its determination, and where applicable, less the discount authorised by legislation, i.e. currently 5%, noting that the issue price of the securities providing access to the capital shall be equal to the amount immediately collected by the Company, plus, where applicable, the amount that it could subsequently collect, i.e. for each share issued as a result of the issuance of these securities, at least equal to the issue price defined above;

(4) 15% or any other fraction that may have been determined by the current regulations;

(5) Up to 10% of the Company’s capital (as it exists at the operation date) per period of 12 months, as an exception from the pricing conditions provided for by the aforementioned resolutions and to determine the issue price of ordinary shares and/or securities that provide immediate or future access to the capital issued, per the following terms: the issue price of ordinary shares shall be at least equal to the weighted average of the shares listed for the last three trading sessions preceding its determination, potentially less a maximum discount of 15%, recalling that it may in no case be less than the par value of one share of the Company at the date of issue of the shares concerned, the issue price of the securities providing access to the capital will be the amount that is immediately collected by the Company plus, where necessary, the amount that could be subsequently collected by it, i.e. for each share issued as a result of the issuance of these securities, at least equal to the issue price defined in the paragraph above.

(6) These amounts are not cumulative; the maximum cumulative number of shares authorised by the general shareholders’ meeting that could result from exercising the share subscription and free share allocation options is 148,128 shares;

(7) Starting from when the Company's shares are admitted for trading on the regulated market Euronext Paris, the share purchase or subscription price shall be set by the management board on the date that the option is granted, under the legally prescribed limits, without being less than ninety-five percent (95%) of the average prices listed for the twenty trading sessions preceding the date the management board decided to allot the options rounded to the next eurocent, nor as concerns purchase options, less than 80% of the average purchase price of the shares held by the Company itself, rounded to the next eurocent.

21.1.6 Information regarding the capital of any member of the Group that is the subject of an option or conditional or unconditional agreement that provides for placing it under option

To the Company’s knowledge, there is no option, nor any conditional or unconditional agreement that provides for establishing such an option over the Company's capital, with the exception of the Former Agreement referred to in Section 18.4 and the Agreements referred to in Section 14.5 of this Document de Base.

21.1.7 History of the share capital

21.1.7.1 Changes in share capital

The Company was registered in the Trade and Corporate Register on 14 December 2006, with initial capital of €90,000, fully paid-up.

The share capital was then increased, on several occasions, reaching €49,376,077.50 on 30 December 2008.

It was decided during the Company’s General Shareholders’ Meeting on 30 May 2018 that the Company's shares would be consolidated through the allocation of one new share with a par value of €5 for every 10 previously held shares with a par value of €0.50. In order to facilitate implementation of this consolidation, it was also decided during this meeting to increase technical capital in the amount of €2.50 at par value. Consequently, share capital is now €49,376,080. This amount has not changed since this date.

21.1.7.2 Change in the breakdown of the Company's capital over the last three fiscal years

The chart below takes into account the 1-for-10 share consolidation that was decided on by the General Shareholders’ Meeting on 30 May 2018.

Names of Position as at 31 December 2015 Position as at 31 December 2016 Position as at 31 December 2017 shareholders or holders of Number of Number of Number of securities Jointly owned shares Total fully- Jointly owned shares Jointly owned shares fully-owned % Total shares % fully-owned Total shares % providing shares owned shares shares access to shares capital bare bare usufruct usufruct bare ownership usufruct ownership ownership

François Roche 7,196,397 14,085,000 7,196,397 7.29% 2 21,281,395 2 0.00% 2 21,281,395 2 0.00% Jean-Eric 13,680,440 55,000 13,735,440 13.91% 13,680,440 55,000 13,735,440 13.91% 13,680,440 55,000 13,735,440 13.91% Chouchan Sabine 165,000 165,000 165,000 0.17% 165,000 165,000 165,000 0.17% 165,000 165,000 165,000 0.17% Chouchan

Familiale JELC 2,920,840 2,920,840 2.96% 2,920,840 2,920,840 2.96% 2,920,840 2,920,840 2.96% Marie-Claude 4,117,500 4,117,500 4.17% 4,117,500 4,117,500 4.17% 4,117,500 4,117,500 4.17% Chouchan Laurent 7,500 55,000 62,500 0.06% 7,500 55,000 62,500 0.06% 7,500 55,000 62,500 0.06% Chouchan

Nathalie Roche 1,289,577 2,812,500 4,102,077 4.15% 1,289,577 4,251,779 5,541,356 5.61% 1,289,577 4,251,779 5,541,356 5.61%

Nicolas Roche 1,289,577 2,820,000 4,109,577 4.16% 1,289,577 4,259,279 5,548,856 5.62% 1,289,577 4,259,279 5,548,856 5.62%

Elise Roche 1,289,576 2,812,500 4,102,076 4.15% 1,289,576 4,251,779 5,541,355 5.61% 1,289,576 4,251,779 5,541,355 5.61%

Antonin Roche 1,287,797 2,827,500 4,115,297 4.17% 1,287,797 4,266,779 5,554,576 5.62% 1,287,797 4,266,779 5,554,576 5.62%

Jeanne Roche 1,289,576 2,812,500 4,102,076 4.15% 1,289,576 4,251,779 5,541,355 5.61% 1,289,576 4,251,779 5,541,355 5.61% Société Immobilière 9,392,882 9,392,882 9.51% 9,392,882 9,392,882 9.51% 9,392,882 9,392,882 9.51% Roche SIR

TXR S.r.l. 37,857,773 37,857,773 38.34% 37,857,773 37,857,773 38.34% 37,857,773 37,857,773 38.34% Margaux Chouchan 1,358,860 1,358,860 1.38% 1,358,860 1,358,860 1.38% 1,358,860 1,358,860 1.38% Léonard Chouchan 1,358,860 1,358,860 1.38% 1,358,860 1,358,860 1.38% 1,358,860 1,358,860 1.38% Catherine Chouchan 55,000 55,000 0.06% 55,000 55,000 0.06% 55,000 55,000 0.06% Subtotal of jointly owned shares (Actions démembrées) 14,250,000 14,250,000 21,446,395 21,446,395 21,446,395 21,446,395 Total 84,502,155 14,250,000 98,752,155 100.00% 77,305,760 21,446,395 98,752,155 100.00% 77,305,760 21,446,395 98,752,155 100.00%

21.1.7.3 Distribution of capital and voting rights of the Company

See Section 18.1 of the Document de Base.

21.2 Memorandum of association and bylaws

The general shareholders’ meeting of Roche Bobois S.A.S., which was held on 30 May 2018, decided to transform the Company into a French société anonyme with a management board and supervisory board, effective on the date of the Autorité des marchés financiers’ approval of the prospectus relating to the admission of the Company's shares for trading on the regulated market of Euronext in Paris. Even though at the registration date of the Document de Base the Company is still a French société par actions simplifiée, the information relating to the Company that is presented in this Document de Base takes into account in advance the transformation to a French société anonyme with a management board and supervisory board, and more generally the bylaws’ amendments and new governance rules inherent to the Company's initial public offering.

21.2.1 Corporate purpose (Article 3 of the bylaws)

The purpose of the Company, in France and abroad, is as follows:

− All direct or indirect equity interests in all business, industrial or real estate matters, alone or with a third party, on its own behalf or on behalf of a third party, through the purchase, sale or exchange of all shares or securities and, generally, through the holding of all company shares.

− To achieve its purpose, the Company may in particular:

• Participate in all subscriptions, make any use of funds and perform all commercial, industrial, real or personal property, or financial operations that directly or indirectly relate to the corporate purpose,

• Create, purchase, sell, trade, manage, or directly or indirectly manage all equity interests in all industrial or commercial institutions, and

• Hold, manage and have access to trademarks, patents, and intellectual property rights of the company, as well as those of its subsidiaries and equity interests.

− Provide all services relating to the study, creation, promotion, organisation, management, control, administration, commercial policy of all companies, whether or not they are subsidiaries, and more generally, all operations that directly or indirectly relate to this purpose.

− All activities of a group financing company and as such, the provision of any type of financial assistance to companies that form part of the group of companies to which the company belongs, and in particular all financing, credit or cash management operations, or loans or advances for any equity interests and, generally, all operations that directly or indirectly relate to this purpose.

Generally, the company is authorised to perform any commercial, industrial, or financial operation that could directly or indirectly relate to all or part of the above purpose, or to any related or supplementary activities that could contribute to its expansion or development.

21.2.2 Statutory or other provisions relating to the members of the administrative and management bodies

21.2.2.1 Management board (Articles 11 to 14 of the bylaws)

21.2.2.1.1 Composition of the management board

The Company is directed by a management board comprised of at most seven members, who perform their duties under the oversight of the supervisory board.

The members of the management board are individuals. They may be chosen from outside the pool of shareholders.

They are appointed for a period of three years by the supervisory board, which appoints one of them as chairman. The year is the period that separates two consecutive annual ordinary general shareholders’ meetings.

The members of the management board must not be over age 70. Any management board member may be reelected.

The members of the management board may be revoked by the general shareholders’ meeting, as well as by the supervisory board. If a revocation is determined without proper grounds, this could lead to determination of damages. If the interested party has entered an employment agreement with the Company, the revocation of their duties as a member of the management board do not have the effect of terminating this contract.

The members of the management board meet each time the corporate interests so requires, per a call to meeting of the chairman or half of its members, at the location indicated by the party that has called the meeting. Meetings may be called using any means, even verbally.

The decisions of the management board are made by a majority vote of the members present.

Members of the management board who participate in its meetings through video conferencing or telecommunications methods that allow them to be identified and ensure they can effectively participate are considered to be present for the purpose of calculating quorum and majority.

21.2.2.1.1 Chairman

The supervisory board grants one of the members of the management board the title of chairman for a term that may not exceed his term as member of the management board.

The chairman of the management board represents the Company in its relations with third parties.

In conformity with the provisions of Article 706-43 of the French Code of Criminal Procedure, the chairman may validly delegate to any person of his choosing the power to represent the Company in any criminal proceedings brought against it.

The supervisory board may furthermore allocate the same power of representation to one or more other members of the management board who will then have the title of CEO.

In the event of a tie, the chairman shall not have a casting vote.

21.2.2.1.2 Management board meetings

The management board meets, pursuant to the call to meeting of its chairman or half of its members, as often as the company's interests and the laws and regulations require. Calls to meeting can be made using all means, whether written or verbal.

Meetings of the management board are presided over by the chairman or, in his absence, by a member chosen by the management board at the beginning of the meeting.

The agenda may only be determined at the time of the meeting.

Every member of the management board may give, even by letter, telegram, telex or fax, power to another member of the management board to represent them at a board meeting, although each member can only have a single proxy during a meeting.

The management board only validly deliberates if at least half of its members are present or represented.

Its decisions are made by a majority vote of the members present or represented. In the event of a tie, the chairman shall not have a casting vote.

Members of the management board who participate in its meetings through video conferencing or other telecommunication methods in conformity with the current regulations are considered to be present for the purpose of calculating quorum and majority. This provision does not apply when adopting decisions listed in Articles L. 232-1 and L. 233-16 of the French Commercial Code.

The copies or extracts of resolutions of the management board are validly certified by the chairman or a member of the management board, a member of the supervisory board, or a proxy empowered for this purpose.

21.2.2.1.3 Powers of the management board

The management board is vested with the broadest powers to act in all circumstances on behalf of the Company, within the limits of the corporate purpose and subject to the powers allotted by the law to the supervisory board and the shareholders’ meetings. In its relations with third parties, the Company is also bound by commitments made through acts of the management board which do not fall within the corporate purpose, unless it proves that a third party knew that the acts exceeded this purpose, or that it was impossible for it not to have known about it given the circumstances, mere publication of the bylaws not being sufficient proof thereof.

The chairman of the management board represents the Company in its relations with third parties. The supervisory board may allocate the same power of representation to one or more other members of the management board who will then have the title of CEO. The chairman of the management board and the CEO(s), if there are any, are authorised to have special proxies, who they shall advise thereof, to partially replace them.

21.2.2.2 The supervisory board (Articles 15 to 17 of the bylaws)

21.2.2.2.1 Composition of the supervisory board (Article 15 of bylaws)

The supervisory board is comprised of at least three and at most twelve members.

An employee of the Company may only be appointed a member of the supervisory board if their employment agreement corresponds to an actual position. The number of the supervisory board members connected to the Company by an employment agreement cannot exceed one third of the members in office.

The supervisory board members have a three-year term. Their duties end at the close of the ordinary general shareholders’ meeting approving the financial statements for the past fiscal year, held during the current year in which the office expires.

In the event of a vacancy due to the death or resignation of one or more members of the supervisory board, this board may, between two general shareholders’ meetings, make provisional appointments.

The appointments made by the board by virtue of the paragraph above are subject to the ratification of the next ordinary general shareholders’ meeting.

The number of supervisory board members aged over 90 may not exceed one third of the directors in office.

21.2.2.2.2 Observers (Article 18 of the bylaws)

The ordinary shareholders’ meeting may appoint observers. The supervisory board may also make direct appointments, subject to ratification by the next general shareholders’ meeting.

Observers are part of a college.

They are appointed for a three-year term, which ends at the close of the ordinary general shareholders’ meeting to approve the financial statements for the past fiscal year.

The college of observers studies the issues that the supervisory board or its chairman submits for their review and opinion. The observers attend the meetings of the supervisory board and take part in the deliberations in ad advisory capacity only. Their absence cannot affect the validity of the deliberations.

They are called to board meetings under the same conditions as the members of the supervisory board.

The supervisory board may remunerate the observers from the amount of attendance fees allotted by the general meeting to the supervisory board members.

21.2.2.2.3 Organisation of the supervisory board (Article 16 of the bylaws)

The supervisory board elects a chairman and vice chairman from among its members who are in charge of calling the supervisory board to meeting and directing its deliberations.

The chairman and vice chairman, who must be individuals, exercise their duties throughout their term as member of the supervisory board.

21.2.2.2.4 Meeting of the supervisory board (Article 17 of the bylaws)

The members of the supervisory board are called to the supervisory board meetings by its chairman, the vice chairman of the supervisory board, or jointly by two of its members.

The meetings of the management board are presided over by the chairman or, in his absence, by the vice chairman, or, in his absence, by a member chosen by the board at the beginning of the meeting.

The supervisory board may appoint a secretary from among the supervisory board members, or appoint an outside party.

The chairman calls the supervisory board to meeting as often as necessary. The chairman must call a board meeting in no later than 15 days, when at least one member of the management board or at least one third of the members of the supervisory board present a justified request to do so.

The deliberations are carried out with the quorum and majority conditions provided for by law. In the event of a tie, the vote of the chairman or vice chairman presiding over the session does not predominate.

Internal rules and procedures adopted by the supervisory board may notably provide that for the purposes of calculating the quorum and majority, members of the supervisory board who participate in the supervisory board meeting through video conferencing or telecommunication methods in conformity with the current regulations are considered to be present. This provision does not apply when adopting decisions per Article L. 225-68 of the French Commercial Code.

The deliberations of the supervisory board are noted in the minutes that are prepared and retained in conformity with the French Commercial Code.

The main other provisions of the supervisory board internal rules and procedures regarding its operation are described in Section 16.3.1 - “supervisory board” of this Document de Base.

21.2.2.2.5 Supervisory board internal rules and procedures

Once the AMF approves the prospectus relating to the admission of the Company's shares for trading on the regulated market of Euronext in Paris, the supervisory board shall adopt internal rules and procedures.

These internal rules and procedures aim to define the operating rules of the supervisory board in addition to the legal provisions and Company bylaws. They also provide clarifications on the role of the supervisory board, its composition, the notion of the independence of its members, and their compensation.

They also recall or define the main obligations of the supervisory board members, and more particularly as concerns confidentiality, loyalty, conflicts of interest, transactions involving the Company's shares, the prevention of insider trading offences, due diligence and attendance, and non-compete obligations.

The internal rules and procedures moreover specify the terms of meetings and the deliberations of its members, as well as the role, composition and operating methods of the committees.

The adoption of certain important decisions is subject to the prior approval of the supervisory board, ruling at a simple or qualified majority of three quarters of its members (see Section 16.3.1 of the Document de Base).

These internal rules and procedures shall be available on the Group's website (www.roche-bobois.com) once the initial public offering of the Company has been completed.

21.2.3 Rights, privileges and restrictions on the Company's shares

21.2.3.1 Form of shares (Article 7 of the bylaws)

Subject to the non-retroactive condition precedent of obtaining approval from the AMF on the prospectus relating to the admission of the Company's shares for trading on the regulated market of Euronext in Paris, the fully paid-up shares are either registered or bearer shares, as decided by each shareholder, and are nevertheless subject to application of the legal provisions relating to the form of shares held by certain individuals or legal entities. The shares that are not fully paid-up must be registered shares.

The shares shall be registered in the accounts under the terms and conditions provided for by the current legal and regulatory provisions. Ownership of registered shares is determined by the names to which they are registered.

21.2.3.2 Voting rights (Article 9 of the bylaws)

The voting rights attached to the shares are proportionate to the share of capital they represent and each share entitles its holder to one vote. However, as from the second anniversary of when the Company’s shares were first listed on the regulated market of Euronext in Paris, in conformity with the provisions of paragraph three of Article L. 225-123 of the French Commercial Code, a double voting right shall be allotted to all shares fully paid-up, proven by registration for at least two years in the name of the same shareholder.

In the event of a capital increase through incorporation of reserves, profits or issue premiums, this double voting right shall benefit, from the time of their issue, the new registered free shares allotted to a shareholder due to old shares for which he already held this right.

Any share that is converted to a bearer share or for which ownership is transferred loses the double voting right allotted in application of Article L. 225-123. Nevertheless, a transfer by succession, liquidation of joint property between spouses, or donation between spouses to the benefit of one spouse or a relative entitled to inherit does not result in abandonment of the right acquired, nor does it interrupt the term mentioned above. The same is true in cases of transfer following a merger or division of a shareholder company.

The Company's merger or split has no effect on the double voting right, which can be exercised within the beneficiary company(ies), if they benefit from it.

The double voting rights in third party companies which the absorbed or split company benefits from are maintained in the event of a merger or split, to the benefit of the absorbing company or the company that is the beneficiary of the split or, depending on the case, to the benefit of the new company resulting from the merger or split operation.

Any shareholder may, by registered letter with request for acknowledgment of receipt sent to the Company, temporarily or permanently waive all or part of their double voting rights. This waiver takes effect on the third business day following the Company’s receipt of the letter of waiver.

The shares are indivisible with respect to the Company. Undivided co-owners of shares are represented by one of them or by a joint proxy of their choosing. In the absence of an agreement between them as to the choice of a proxy, one is appointed by order of the Presiding Judge of the French Commercial Court, ruling in summary proceedings at the request of the most diligent co-owner.

The voting right attached to the share belongs to the beneficial owner for ordinary general shareholders’ meetings and to the bare owner for extraordinary general shareholders’ meetings.

As an exception to the above, and in the sole case of stripped donations granted under the benefit of Article 787 B of the French General Tax Code, the voting right will belong to the beneficial owner as concerns decisions relating to the allocation of benefits. For all other decisions, the voting right shall belong to the bare owner of the jointly owned shares (Actions démembrées).

21.2.3.3 Rights to dividends and profits

Each share entitles the bearer, as concerns ownership of the corporate assets, profit-sharing, and the liquidation surplus to a share that is in proportion to the number and par value of the existing shares.

21.2.3.4 Preferential subscription rights

The Company’s shares benefit from a preferential subscription right to capital increases under the conditions provided for by the French Commercial Code.

21.2.3.5 Limitation on voting rights

No clause in the bylaws restricts the voting right attached to the shares.

21.2.3.6 Identifiable bearer shares

The Company may furthermore, under the current legal and regulatory conditions, request at any time, in exchange for payment at its expense, any authorised entity for the name or, if it is a legal entity, for the business name, nationality and address of holders of shares that provide immediate or future access to the voting right, at its own shareholders’ meetings, as well as for the number of shares held by each of them and, where necessary, any restrictions on these shares.

21.2.3.7 Company share buyback

See Section 21.1.3 of the Document de Base.

21.2.4 Terms for modifying shareholders’ rights

The rights of shareholders as they appear in the bylaws of the Company can only be amended by the Company's extraordinary shareholders’ meeting.

21.2.5 General Shareholders’ Meetings

21.2.5.1 Holding of meetings

Shareholders meetings are called and held under the terms established by law.

When the Company wishes to call a meeting by electronic means instead of a mailing by post, it must first get the consent of the interested shareholders, who will note their e-mail addresses.

Meetings take place at the registered office, or at any other location specified in the convening notice.

The right to participate in meetings is governed by the legal and regulatory provisions in effect, and is notably contingent on registration in the name of the shareholder or intermediary registered on their behalf by the second (2nd) business day preceding the meeting at midnight, Paris time, either under the registered share ledgers maintained by the Company, or in the bearer share ledgers maintained by the authorised intermediary.

The shareholders, if they are unable to personally attend the meeting, may choose between one of the three following formulas each time, under the conditions prescribed by law and the regulations:

- provide a proxy under the terms and conditions authorised by law and regulations,

- vote by mail, or

- send a blank proxy to the Company.

The supervisory board may organise shareholder participation and voting, under the legal and regulatory conditions in effect, through video conferencing or telecommunication methods that allow them to be identified. If the supervisory board decides to exercise this power for a given meeting, this decision is announced to the supervisory board in the meeting and/or convening notice. Shareholders who participate in meetings through video conferencing or through one of the other telecommunication methods noted above, as chosen by the supervisory board, are considered present for the purposes of calculating the quorum and majority.

Meetings are presided over by the supervisory board chairman or, in his absence, by the vice chairman of the supervisory board. Otherwise, the meeting will itself elect a chairman.

The votes are counted by two present members of the meeting who, having accepted these duties, have the largest number of votes. The office appoints the secretary, who may be chosen from outside the pool of shareholders.

An attendance sheet is kept under the legal terms.

An ordinary general shareholders’ meeting, held on first call of meeting, only validly deliberates if the shareholders that are either present or represented have at least one fifth of the shares with voting rights. An ordinary general shareholders’ meeting held on a second call to meeting validly deliberates regardless of the number of shareholders who are present or represented.

The deliberations of the ordinary general shareholders’ meeting are made at a majority of the votes of the shareholders who are either present or represented.

An extraordinary general shareholders’ meeting, held on first call of meeting, only validly deliberates if the shareholders that are either present or represented have at least one fourth of the shares with voting rights. An extraordinary general shareholders’ meeting, held on second call of meeting, only validly deliberates if the shareholders that are either present or represented have at least one fifth of the shares with voting rights.

The deliberations of the extraordinary general shareholders’ meeting are made at a two thirds majority of the votes of the shareholders who are either present or represented.

Copies or extracts of the meeting minutes are validly certified by the chairman or vice chairman of the supervisory board, by a member of the management board, or by the meeting secretary.

The ordinary and extraordinary general shareholders’ meetings exercise their respective powers under the legally prescribed terms.

21.2.5.2 Power of meetings

The ordinary and extraordinary general shareholders’ meetings exercise their respective powers under the legally prescribed terms.

21.2.6 Measures that allow a change in control to be prevented, deferred or delayed

The Company bylaws do not contain terms that allow a change of control to be prevented, deferred or delayed.

21.2.7 Specific stipulations governing changes in capital

There is no specific stipulation under the Company’s bylaws that govern changes in its capital.

22. IMPORTANT CONTRACTS

None

23. INFORMATION FROM THIRD PARTIES, EXPERTS STATEMENTS, AND DECLARATIONS OF INTEREST

None

24. DOCUMENTS ACCESSIBLE TO THE PUBLIC

Copies of the Document de Base are available free of charge at the Company’s registered office, located at 18, rue de Lyon, 75012, France.

The Document de Base may also be consulted on the Group website at (www.roche-bobois.com) or on the AMF website at (www.amf-france.org).

The bylaws, minutes of general shareholders’ meetings, and other corporate documents of the Company, as well as the historical financial information, and any evaluation or statement that is prepared by an expert at the request of the Group that must be provided to the shareholders, in conformity with the applicable legislation, may be consulted, at no cost, at the Company's registered office.

As from the listing of the Company's shares for trading on the regulated Euronext market in Paris, regulated information within the meaning of the AMF's General Regulation will also be available on the Group's website (www.roche-bobois.com).

25. INFORMATION REGARDING EQUITY INTERESTS

The information concerning companies in which the Company holds a fraction of the capital likely to have a material impact on the appraisal of its asset base, financial position, or income is shown in Sections 7 “Organisational Chart” and 20 “Financial Information” of the Document de Base.